vcyt-20241106
FALSE000138410100013841012024-11-062024-11-06


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 6, 2024

VERACYTE, INC.
(Exact name of registrant as specified in its charter)
Delaware
001-36156
20-5455398
(State or other jurisdiction of
incorporation)
Commission File Number
(IRS Employer Identification
No.)
6000 Shoreline Court, Suite 300, South San Francisco, California
94080
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code: (650) 243-6300
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.001 per share
VCYT
The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.





Item 2.02.    Results of Operations and Financial Condition.

On November 6, 2024, Veracyte, Inc. issued a press release announcing its financial results for the quarter ended September 30, 2024. The full text of the press release is furnished as Exhibit 99.1 to this report.

The information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.


Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.
Exhibit No.Description
99.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document).





SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated:
November 6, 2024
VERACYTE, INC.
By:
/s/ Rebecca Chambers
Name:
Rebecca Chambers
Title:
Chief Financial Officer
Principal Financial Officer


Document

Exhibit 99.1

https://cdn.kscope.io/d0563250d491b410df4b1c9f7c5d1407-vcytlogo.gif

Veracyte Announces Third Quarter 2024 Financial Results

Grew total revenue to $115.9 million, an increase of 29%
Grew testing revenue to $109.5 million, an increase of 34%

Conference call and webcast today at 4:30 p.m. ET



SOUTH SAN FRANCISCO, Calif., November 6, 2024 --- Veracyte, Inc. (Nasdaq: VCYT) today announced financial results for the third quarter ended September 30, 2024.

“The strong momentum across our testing business continued during the third quarter as we delivered record revenue along with profitability and cash generation,” said Marc Stapley, Veracyte’s chief executive officer. “Looking ahead, we see tremendous opportunities for further market penetration for both Decipher and Afirma, to serve even more patients and their physicians. We also remain excited about our focused portfolio of strategic growth drivers. The Veracyte Diagnostics Platform is generating the data, insights and evidence to drive commercial success and sustained long-term growth.”

Key Financial Highlights
Increased third quarter total revenue by 29%, to $115.9 million, and total volume by 20%, to 39,032 tests, compared to the third quarter of 2023.
Increased testing revenue by 34%, to $109.5 million, and testing volume by 24%, to 36,792 tests, compared to the third quarter of 2023.
Grew Decipher revenue by 48% and volume by 36%, to approximately 21,250 tests, compared to the third quarter of 2023.
Grew Afirma revenue by 19% and volume by 12%, to close to 15,100 tests, compared to the third quarter of 2023.
Increased third quarter net income to $15.2 million and delivered adjusted EBITDA of $27.3 million, or 24% of revenue.
Generated $30.0 million of cash from operations during the third quarter to end the quarter with $274.1 million of cash and cash equivalents.
Key Business Highlights
Expanded clinical evidence for Decipher Prostate with a presentation at the European Society for Medical Oncology (ESMO) 2024 Congress on new data from the STAMPEDE trial, a multi-center, randomized, phase 3 clinical trial showing that the test was prognostic for clinical outcomes and predicted benefit from docetaxel in patients with metastatic prostate cancer.
Demonstrated Veracyte’s commitment to expanding clinical evidence in populations disproportionately impacted by prostate cancer with data from the VANDAAM study shared at ASTRO 2024, the annual meeting of the American Society for Radiation Oncology, demonstrating that Decipher Prostate accurately predicts aggressive prostate cancer among African-American men with early-stage disease.
Promoted Keith Gligorich Ph.D. to Senior Vice President of Global Operations and a member of the executive leadership team.
Appointed Tom Miller, Ph.D., and Brent Shafer to our Board of Directors.





A reconciliation of GAAP to non-GAAP financial measures has been provided in the tables included in this press release. An explanation of these measures is also included below under the heading "Note Regarding Use of Non-GAAP Financial Measures."

Third Quarter 2024 Financial Results 

Total revenue for the third quarter of 2024 was $115.9 million, an increase of 29% compared to $90.1 million reported in the third quarter of 2023. Testing revenue was $109.5 million, an increase of 34% compared to $82.0 million in the third quarter of 2023, driven by the strong performance of our Decipher Prostate and Afirma tests. Product revenue was $3.2 million, a decrease of 21% compared to $4.0 million in the third quarter of 2023. Biopharmaceutical and other revenue was $3.1 million, a decrease of 23% compared to $4.1 million in the third quarter of 2023.

Total gross margin for the third quarter of 2024 was 68%, compared to 64% in the third quarter of 2023. Non-GAAP gross margin was 71%, compared to 70% in the third quarter of 2023.

Operating expenses were $67.0 million for the third quarter of 2024. Non-GAAP operating expenses grew 11% to $57.6 million compared to $51.8 million in the third quarter of 2023.

Net income for the third quarter of 2024 was $15.2 million, an improvement of 151% compared to the third quarter of 2023. Diluted net earnings per common share was $0.19, an improvement of $0.60 compared to the third quarter of 2023. Non-GAAP diluted net earnings per common share was $0.33, an improvement of $0.16 compared to the third quarter of 2023. Net cash provided by operating activities in the first nine months of 2024 was $50.6 million, an improvement of $21.9 million compared to the same period in 2023.

Adjusted EBITDA for the third quarter of 2024 was $27.3 million, an improvement of 117% compared to the third quarter of 2023, representing 24% of revenue compared to 14% of revenue in the same period of 2023.

A reconciliation of GAAP to non-GAAP financial measures has been provided in the tables included in this press release. An explanation of these measures is also included below under the heading "Note Regarding Use of Non-GAAP Financial Measures."

2024 Financial Outlook

The company is raising full-year 2024 total revenue guidance to $442 million to $445 million, representing year-over-year growth of 22% to 23% and testing revenue growth of approximately 28%. This guidance range represents an increase compared to prior guidance of $432 million to $438 million. In addition, the company now expects cash, cash equivalents and short-term investments at the end of the year to be $280 million to $285 million compared to prior guidance of $260 million to $270 million.


Conference Call and Webcast Details

Veracyte will host a conference call and webcast today at 4:30 p.m. Eastern Time to discuss the company's financial results and provide a general business update. The conference call will be webcast live from the company’s website and will be available via the following link: https://edge.media-server.com/mmc/p/kzh3s376. The webcast should be accessed 10 minutes prior to the conference call start time. A replay of the webcast will be available for one year following the conclusion of the live broadcast and will be accessible on the company’s website at https://investor.veracyte.com/events-presentations.

The conference call dial-in can be accessed by registering at the following link: https://register.vevent.com/register/BI945e651d9e5f40acbfaec616e1b85b4e


About Veracyte

Veracyte (Nasdaq: VCYT) is a global diagnostics company whose vision is to transform cancer care for patients all over the world. We empower clinicians with the high-value insights they need to guide and assure patients at pivotal moments in the race to diagnose and treat cancer. Our Veracyte Diagnostics Platform delivers high-performing cancer tests that are fueled by broad genomic and clinical data, deep bioinformatic and AI capabilities, and a




powerful evidence-generation engine, which ultimately drives durable reimbursement and guideline inclusion for our tests, along with new insights to support continued innovation and pipeline development. For more information, please visit www.veracyte.com or follow us on LinkedIn or X (Twitter).

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements, including, but not limited to our statements related to our plans, objectives, and expectations (financial and otherwise), including with respect to 2024 financial and operating results; and our intentions with respect to our tests and products, for use in diagnosing and treating diseases, in and outside of the United States. Forward-looking statements can be identified by words such as: “appears,” “anticipate,” “intend,” “plan,” “expect,” “believe,” “should,” “may,” “will,” “enable,” “positioned,” “offers,” “designed” and similar references to future periods. Actual results may differ materially from those projected or suggested in any forward-looking statements. These statements involve risks and uncertainties, which could cause actual results to differ materially from our predictions, and include, but are not limited to: our ability to launch, commercialize and receive reimbursement for our products; our ability to execute on our business strategies relating to the C2i Genomics acquisition, integration of the business and the realization of expected benefits and synergies; our ability to demonstrate the validity and utility of our genomic tests and biopharma and other offerings; our ability to continue executing on our business plan; our ability to continue to scale our global operations and enhance our internal control environment; the impact of the war in Ukraine and other regional conflicts on European economies and our facilities in France; the impact of foreign currency fluctuations, increasing interest rates, inflation, the U.S. election and turmoil in the global banking and finance system; the ongoing conflict in the Middle East and the performance and utility of our tests in the clinical environment. Additional factors that may impact these forward-looking statements can be found under the caption “Risk Factors” in our Annual Report on Form 10-K filed on February 29, 2024, and our Quarterly Report on Form 10-Q filed for the three months ended September 30, 2024, to be filed on November 7, 2024, as well as in other documents that we may file from time to time with the Securities and Exchange Commission. Copies of these documents, when available, may be found in the Investors section of our website at investor.veracyte.com. These forward-looking statements speak only as of the date hereof and, except as required by law, we specifically disclaim any obligation to update these forward-looking statements or reasons why actual results might differ, whether as a result of new information, future events or otherwise.

Veracyte, the Veracyte logo, Decipher, C2i Genomics, and Afirma are registered trademarks of Veracyte, Inc., and its subsidiaries in the U.S. and selected countries.


Note Regarding Use of Non-GAAP Financial Measures

In addition to the financial measures prepared in accordance with generally accepted accounting principles (GAAP), this press release and the accompanying tables contain, and reference certain non‐GAAP results including non-GAAP gross margin, non-GAAP operating expenses, adjusted EBITDA and non-GAAP earnings per share (EPS). These non-GAAP financial measures are not meant to be considered superior to or a substitute for financial measures calculated in accordance with GAAP, and investors are cautioned that there are material limitations associated with the use of non-GAAP financial measures as an analytical tool.

We use non-GAAP financial measures to internally evaluate and analyze financial results. We believe these non-GAAP financial measures provide investors with useful supplemental information about the financial performance of our business, enable comparison of financial results between periods where certain items may vary independent of business performance, and enable comparison of our financial results with other public companies, many of which present similar non-GAAP financial measures. However, the non-GAAP financial measures we present may be different from those used by other companies.

We exclude amortization of acquired intangible assets, acquisition-related expenses relating to our acquisitions of Decipher Biosciences, HalioDx and C2i Genomics, impairment charges associated with the nCounter license and other biopharmaceutical services related to HalioDx intangible assets, all stock-based compensation and certain costs related to restructuring from our non-GAAP financial measures. Beginning in the second quarter of 2024, we changed our non-GAAP policy to exclude all stock-based compensation to align with our peers and we have also excluded all stock-based compensation from our prior period non-GAAP financial measures. Management has excluded the effects of these items in non-GAAP financial measures to help investors gain a better understanding of the core operating results and future prospects of the company, consistent with how management measures and forecasts the company's performance, especially when comparing such results to previous periods or forecasts. The company encourages investors to carefully consider its results under GAAP, as well as its supplemental non‐GAAP information and the reconciliation between these presentations, to more fully understand its business.





VERACYTE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except share and per share amounts)
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Revenue:
Testing revenue$109,536 $82,012 $306,809 $236,157 
Product revenue3,188 4,020 10,631 11,923 
Biopharmaceutical and other revenue3,136 4,076 9,692 14,772 
Total revenue115,860 90,108 327,132 262,852 
Cost of revenue: (1)
Cost of testing revenue29,029 21,827 82,928 64,808 
Cost of product revenue1,792 2,436 6,310 6,913 
Cost of biopharmaceutical and other revenue3,112 3,347 9,762 11,806 
Intangible asset amortization - cost of revenue2,917 4,811 8,741 14,429 
Total cost of revenue36,850 32,421 107,741 97,956 
Gross profit79,010 57,687 219,391 164,896 
Operating expenses: (1)
Research and development17,574 13,322 50,004 38,632 
Selling and marketing22,612 24,344 70,610 76,230 
General and administrative25,742 16,334 83,697 62,434 
Impairment of long-lived assets185 34,900 614 36,310 
Intangible asset amortization - operating expenses880 526 2,499 1,578 
Total operating expenses66,993 89,426 207,424 215,184 
Income (loss) from operations12,017 (31,739)11,967 (50,288)
Other income, net4,831 1,967 10,334 4,148 
Income (loss) before income taxes16,848 (29,772)22,301 (46,140)
Income tax provision (benefit)1,693 (154)3,276 (29)
Net income (loss)$15,155 $(29,618)$19,025 $(46,111)
Earnings (loss) per share:
Basic$0.20 $(0.41)$0.25 $(0.64)
Diluted$0.19 $(0.41)$0.25 $(0.64)
Shares used to compute earnings (loss) per common share:
Basic77,013,831 72,804,770 76,107,302 72,488,601 
Diluted78,464,654 72,804,770 77,339,897 72,488,601 

1. Cost of revenue, research and development, sales and marketing and general and administrative expenses include the following stock-based compensation related expenses:





Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Cost of revenue $587 $502 $1,678 $1,386 
Research and development1,957 1,135 5,615 3,831 
Selling and marketing1,790 2,521 5,025 7,126 
General and administrative4,413 3,174 14,302 13,539 
Total stock-based compensation expense$8,747 $7,332 $26,620 $25,882 




VERACYTE, INC.
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS)
(Unaudited)
(In thousands)
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Net income (loss)$15,155 $(29,618)$19,025 $(46,111)
Other comprehensive income (loss):
Change in currency translation adjustments9,328 (6,414)2,736 (2,851)
Net comprehensive income (loss)$24,483 $(36,032)$21,761 $(48,962)




VERACYTE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
September 30,December 31,
20242023
(Unaudited)(See Note 1)
Assets
Current assets:
Cash and cash equivalents$274,079 $216,454 
Accounts receivable48,807 40,378 
Supplies and inventory20,364 16,128 
Prepaid expenses and other current assets13,604 12,661 
Total current assets
356,854 285,621 
Property, plant and equipment, net21,194 20,584 
Right-of-use assets, operating leases17,031 10,277 
Intangible assets, net108,873 88,593 
Goodwill762,117 702,984 
Restricted cash1,080 876 
Other assets7,872 5,971 
Total assets$1,275,021 $1,114,906 
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable$9,670 $12,943 
Accrued liabilities43,872 38,427 
Current portion of deferred revenue2,033 2,008 
Current portion of acquisition-related contingent consideration7,391 2,657 
Current portion of operating lease liabilities7,294 5,105 
Current portion of other liabilities53 101 
Total current liabilities
70,313 61,241 
Deferred tax liabilities1,470 734 
Acquisition-related contingent consideration, net of current portion14,225 518 
Operating lease liabilities, net of current portion12,400 7,525 
Other liabilities571 786 
Total liabilities
98,979 70,804 
Total stockholders’ equity1,176,042 1,044,102 
Total liabilities and stockholders’ equity$1,275,021 $1,114,906 
1. The condensed consolidated balance sheet at December 31, 2023 has been derived from the audited financial statements at that date included in the Company's Form 10-K filed with the Securities and Exchange Commission dated February 29, 2024.





VERACYTE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
Nine Months Ended September 30,
20242023
Operating activities
Net income (loss)$19,025 $(46,111)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization17,206 20,852 
Loss on disposal of property, plant and equipment131 136 
Stock-based compensation26,620 25,629 
Deferred income taxes10 (843)
Noncash lease expense3,628 3,130 
Revaluation of acquisition-related contingent consideration1,242 (5,500)
Effect of foreign currency on operations(785)657 
Impairment loss614 36,310 
Changes in operating assets and liabilities:
Accounts receivable(8,396)4,650 
Supplies and inventory(4,175)(1,636)
Prepaid expenses and other current assets149 (1,578)
Other assets(1,710)(586)
Operating lease liabilities(3,929)(3,225)
Accounts payable(2,950)185 
Accrued liabilities and deferred revenue3,892 (3,400)
Net cash provided by operating activities50,572 28,670 
Investing activities
Acquisition of C2i, net of cash acquired5,012 — 
Purchase of short-term investments— (19,700)
Proceeds from sale of short-term investments— 39,773 
Proceeds from maturity of short-term investments— 5,000 
Purchases of property, plant and equipment(7,146)(7,464)
Net cash (used in) provided by investing activities(2,134)17,609 
Financing activities
Payment of taxes on vested restricted stock units(7,315)(5,614)
Proceeds from the exercise of common stock options and employee stock purchases16,729 7,806 
Net cash provided by financing activities9,414 2,192 
Increase in cash, cash equivalents and restricted cash57,852 48,471 
Effect of foreign currency on cash, cash equivalents and restricted cash(23)(134)
Net increase in cash, cash equivalents and restricted cash57,829 48,337 
Cash, cash equivalents and restricted cash at beginning of period217,330 154,996 
Cash, cash equivalents and restricted cash at end of period$275,159 $203,333 






CASH, CASH EQUIVALENTS AND RESTRICTED CASH
(Unaudited)
(In thousands)
September 30,December 31,
20242023
Cash and cash equivalents$274,079 $216,454 
Restricted cash1,080 876 
Total cash, cash equivalents and restricted cash$275,159 $217,330 




VERACYTE, INC.
RECONCILIATION OF U.S. GAAP to NON-GAAP FINANCIAL MEASURES
(Unaudited)
(In thousands)
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Reconciliation of Non-GAAP Cost of Revenue:
GAAP cost of testing revenue$29,029 $21,827 $82,928 $64,808 
Stock-based compensation expense(524)(382)(1,411)(1,048)
Acquisition related expenses (1)— — (60)(74)
Other adjustments (2)— — (6)— 
Non-GAAP cost of testing revenue$28,505 $21,445 $81,451 $63,686 
GAAP cost of product revenue1,792 2,436 6,310 6,913 
Stock-based compensation expense(1)— (3)— 
Acquisition related expenses (1)— — — — 
Other adjustments (2)— — — — 
Non-GAAP cost of product revenue$1,791 $2,436 $6,307 $6,913 
GAAP cost of biopharmaceutical and other revenue3,112 3,347 9,762 11,806 
Stock-based compensation expense(62)(120)(264)(337)
Acquisition related expenses (1)— — — — 
Other adjustments (2)— — — — 
Non-GAAP cost of biopharmaceutical and other revenue$3,050 $3,227 $9,498 $11,469 
Reconciliation of Non-GAAP Gross Margin:
GAAP Gross Profit$79,010 $57,687 $219,391 $164,896 
GAAP Gross Margin68 %64 %67 %63 %
Amortization of intangible assets2,917 4,811 8,741 14,429 
Stock-based compensation expense587 502 1,678 1,385 
Acquisition related expenses (1)— — 60 74 
Other adjustments (2)— — — 
Non-GAAP Gross Profit$82,514 $63,000 $229,876 $180,784 
Non-GAAP Gross Margin71 %70 %70 %69 %
1.Includes transaction-related expenses as well as post-combination compensation expenses. For the nine months ended September 30, 2024, adjustments consist primarily of transaction related expenses associated with the acquisition of C2i Genomics. For the nine months ended September 30, 2023, adjustments consist primarily of post-combination compensation expenses associated with the acquisition of HalioDx.
2.For the nine months ended September 30, 2024, adjustments include expense related to restructuring costs associated with portfolio prioritization.






VERACYTE, INC.
RECONCILIATION OF U.S. GAAP to NON-GAAP FINANCIAL MEASURES
(Unaudited)
(In thousands)
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Reconciliation of Non-GAAP Operating Expenses:
GAAP research and development$17,574 $13,322 $50,004 $38,632 
Stock-based compensation expense(1,957)(1,135)(5,615)(3,831)
Acquisition related expenses (1)459 — 62 — 
Other adjustments (2)— (271)— 
Non-GAAP research and development$16,081 $12,187 $44,180 $34,801 
GAAP sales and marketing$22,612 $24,344 $70,610 $76,230 
Stock-based compensation expense(1,790)(2,521)(5,025)(7,126)
Acquisition related expenses (1)— (209)(124)(1,366)
Other adjustments (2)— (1,087)— 
Non-GAAP sales and marketing$20,829 $21,614 $64,374 $67,738 
GAAP general and administrative$25,742 $16,334 $83,697 $62,434 
Stock-based compensation expense(4,413)(3,174)(14,302)(13,539)
Acquisition related expenses (1)(349)4,790 (4,934)3,165 
Other adjustments (2)(248)— (3,368)66 
Non-GAAP general and administrative$20,732 $17,950 $61,093 $52,126 
GAAP total operating expenses$66,993 $89,426 $207,424 $215,184 
Amortization of intangible assets(880)(526)(2,499)(1,578)
Stock-based compensation expense(8,160)(6,830)(24,942)(24,496)
Acquisition related expenses (1)(75)4,581 (5,610)1,799 
Other adjustments (2)(236)(34,900)(4,726)(36,244)
Non-GAAP total operating expenses$57,642 $51,751 $169,647 $154,665 
1.Includes transaction-related expenses as well as post-combination compensation expenses. For the three months ended September 30, 2024, adjustments consist primarily of transaction related expenses associated with the acquisition of C2i Genomics ($0.1 million). For the three months ended September 30, 2023, adjustments consist primarily of remeasurement of contingent consideration related to our adoption of a multi-platform IVD strategy and post-combination compensation expenses associated with the acquisition of HalioDx. For the nine months ended September 30, 2024, adjustments consist of transaction related expenses associated with the acquisition of C2i Genomics. For the nine months ended September 30, 2023, adjustments consist primarily of remeasurement of contingent consideration related to our adoption of a multi-platform IVD strategy and post-combination compensation expenses associated with the acquisition of HalioDx.
2.For the three months ended September 30, 2024, adjustments primarily include expense related to restructuring costs ($0.2 million). For the three months ended September 30, 2023, adjustments include $34.9 million expense related to nCounter license impairment related to our adoption of a multi-platform IVD strategy. For the nine months ended September 30, 2024, adjustments primarily include expense related to restructuring costs associated with a reduction in our Biopharmaceutical and Other segment ($3.1 million) and expense related to restructuring costs associated with portfolio prioritization including the reduction in Envisia commercial support ($1.6 million). For the nine months ended September 30, 2023, adjustments primarily include $34.9 million expense related to the impairment charge associated with the nCounter license intangible assets and $1.3 million related to other impairment charges.






VERACYTE, INC.
RECONCILIATION OF U.S. GAAP to NON-GAAP FINANCIAL MEASURES
(Unaudited)
(In thousands)
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Reconciliation of Adjusted EBITDA:
GAAP Net Income (Loss)$15,155 $(29,618)$19,025 $(46,111)
Amortization of intangible assets3,797 5,337 11,240 16,007 
Depreciation expense2,081 1,985 5,966 4,845 
Stock-based compensation expense8,747 7,332 26,620 25,882 
Acquisition related expenses (1)75 (4,581)5,670 (1,725)
Other expense (income), net (2)(3,366)(2,620)(9,679)(4,523)
Other adjustments (3)(853)34,900 3,643 36,244 
Income tax expense (benefit)1,693 (154)3,276 (29)
Adjusted EBITDA$27,329 $12,581 $65,761 $30,590 
Reconciliation of Non-GAAP Net Income (Loss)
GAAP Net Income (Loss)$15,155 $(29,618)$19,025 $(46,111)
Amortization of intangible assets3,797 5,337 11,240 16,007 
Stock-based compensation expense8,747 7,332 26,620 25,882 
Acquisition related expenses (1)75 (4,581)5,670 (1,725)
Other adjustments (3)(853)34,900 3,643 36,244 
Tax adjustments (4)(933)(1,124)(2,179)(2,251)
Non-GAAP Net Income$25,988 $12,246 $64,019 $28,046 
Reconciliation of Non-GAAP Earnings per Share
Diluted earnings per share, GAAP$0.19 $(0.41)$0.25 $(0.64)
Amortization of intangible assets0.05 0.07 0.15 0.22 
Stock-based compensation expense0.11 0.10 0.34 0.36 
Acquisition related expenses (1)— (0.06)0.07 (0.02)
Other adjustments (3)(0.01)0.48 0.05 0.50 
Tax adjustments (4)(0.01)(0.02)(0.03)(0.03)
Rounding and impact of dilutive shares— 0.01 — (0.01)
Diluted earnings per share, non-GAAP$0.33 $0.17 $0.83 $0.38 
Weighted average shares outstanding used in computing diluted earnings per share
Diluted, GAAP78,464,654 72,804,770 77,339,897 72,488,601 
Dilutive effect of equity awards (5)— 1,326,143 — 1,387,582 
Diluted, non-GAAP78,464,654 74,130,913 77,339,897 73,876,183 




1.Includes transaction-related expenses as well as post-combination compensation expenses. For the three months ended September 30, 2024, adjustments consist primarily of transaction related expenses associated with the acquisition of C2i Genomics ($0.1 million). For the three months ended September 30, 2023, adjustments consist primarily of remeasurement of contingent consideration related to our adoption of a multi-platform IVD strategy and post-combination compensation expenses associated with the acquisition of HalioDx. For the nine months ended September 30, 2024, adjustments consist of transaction related expenses associated with the acquisition of C2i Genomics. For the nine months ended September 30, 2023, adjustments consist primarily of remeasurement of contingent consideration related to our adoption of a multi-platform IVD strategy and post-combination compensation expenses associated with the acquisition of HalioDx.
2.Includes interest income and income related to research tax credits.
3.For the three months ended September 30, 2024, adjustments include the exclusion of unrealized gains associated with foreign exchange impacts on stock-based compensation and intercompany loans ($1.1 million) partially offset by expense related to restructuring costs ($0.2 million). For the three months ended September 30, 2023, adjustments include $34.9 million expense related to nCounter license impairment related to our adoption of a multi-platform IVD strategy. For the nine months ended September 30, 2024, adjustments primarily include expense related to restructuring costs associated with a reduction in our Biopharmaceutical and Other Segment ($3.1 million) and expense related to restructuring costs associated with portfolio prioritization including the reduction in Envisia commercial support ($1.6 million), partially offset by the exclusion of unrealized gains associated with foreign exchange impacts on stock-based compensation and intercompany loans ($1.1 million). For the nine months ended September 30, 2023, adjustments primarily include $34.9 million expense related to the impairment charge associated with the nCounter license intangible assets and $1.3 million related to other impairment charges.
4.Incremental non-GAAP tax expense reflects the tax impact of the non-GAAP adjustments listed.
5.In those periods in which GAAP net (loss) income is negative and non-GAAP net (loss) income is positive, non-GAAP diluted weighted average shares outstanding includes potentially dilutive common shares from equity awards as determined using the treasury stock method.







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Investors:
Shayla Gorman
investors@veracyte.com
619-393-1545

Media:
Tracy Morris
media@veracyte.com
650-380-4413