0001564590-21-027610 | 10-Q | XBRL Viewer

Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 31, 2021	Apr. 30, 2021
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q1
Entity Registrant Name	PROGENITY, INC.
Entity Central Index Key	0001580063
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		60,474,632
Entity File Number	001-39334
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	27-3950390
Entity Address, Address Line One	4330 La Jolla Village Drive
Entity Address, Address Line Two	Suite 200
Entity Address, City or Town	San Diego
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92122
City Area Code	855
Local Phone Number	293-2639
Document Quarterly Report	true
Document Transition Report	false
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	PROG
Security Exchange Name	NASDAQ

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 65,276	$ 92,076
Accounts receivable, net	13,206	12,682
Inventory	12,377	12,219
Prepaid expenses and other current assets	10,312	9,361
Total current assets	101,171	126,338
Property and equipment, net	17,377	17,842
Other assets	199	198
Goodwill	6,219	6,219
Other intangible assets, net	3,611	3,843
Total assets	128,577	154,440
Current liabilities:
Accounts payable	15,625	17,410
Accrued expenses and other current liabilities	53,783	54,677
Warrant liability	10,154
Current portion of mortgages payable	275	271
Current portion of capital lease obligations	225	312
Total current liabilities	80,062	72,670
Capital lease obligations, net of current portion	15	46
Mortgages payable, net of current portion	2,726	2,795
Convertible notes, net of unamortized discount of $9,296 and $9,614 as of March 31, 2021 and December 31, 2020, respectively	159,204	158,886
Embedded derivative liability	3,542	18,370
Other long-term liabilities	8,535	8,667
Total liabilities	254,084	261,434
Commitments and contingencies
Stockholders' deficit:
Common stock – $0.001 par value. 350,000,000 shares authorized as of March 31, 2021 and December 31, 2020; 63,903,974 and 59,287,331 shares issued as of March 31, 2021 and December 31, 2020, respectively; 60,340,365 and 55,772,303 shares outstanding as of March 31, 2021 and December 31, 2020, respectively	63	59
Additional paid-in capital	466,740	452,992
Accumulated deficit	(573,538)	(541,274)
Treasury stock – at cost; 3,563,609 and 3,515,028 shares of common stock as of March 31, 2021 and December 31, 2020, respectively	(18,772)	(18,771)
Total stockholders' deficit	(125,507)	(106,994)
Total liabilities and stockholders' deficit	$ 128,577	$ 154,440

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Income Statement [Abstract]
Revenues	$ 24,526	$ 16,828
Cost of sales	22,234	26,570
Gross profit (loss)	2,292	(9,742)
Operating expenses:
Research and development	11,673	11,240
Selling and marketing	14,648	14,436
General and administrative	22,219	17,108
Total operating expenses	48,540	42,784
Loss from operations	(46,248)	(52,526)
Interest expense	(3,520)	(2,302)
Gain on warrant liability	2,650
Interest and other income (expense), net	14,854	(20)
Loss before income taxes	(32,264)	(54,848)
Income tax benefit		(37,696)
Net loss	$ (32,264)	$ (17,152)
Net loss per share, basic and diluted	$ (0.56)	$ (3.43)
Weighted average number of shares outstanding used in calculating net loss per share, basic and diluted	57,493,800	4,993,393

Condensed Consolidated Statements of Stockholders' Deficit (Unaudited) - USD ($) $ in Thousands	Total	Common Stock	Preferred Stock Series A and A-1 Preferred Stock	Preferred Stock Series B Preferred Stock	Additional Paid-In Capital	Accumulated Deficit	Treasury Stock
Beginning Balance at Dec. 31, 2019	$ (83,874)	$ 9	$ 4	$ 102	$ 283,260	$ (348,478)	$ (18,771)
Beginning Balance, shares at Dec. 31, 2019		8,451,415	4,120,000	101,867,405			(3,474,572)
Issuance of stock, net	14,072			$ 6	14,066
Issuance of stock, net, shares				6,033,796
Issuance of common stock upon exercise of options	103				103
Issuance of common stock upon exercise, shares		56,729
Stock-based compensation expense	2,057				2,057
Net loss	(17,152)					(17,152)
Ending Balance at Mar. 31, 2020	(84,794)	$ 9	$ 4	$ 108	299,486	(365,630)	$ (18,771)
Ending Balance at Mar. 31, 2020		8,508,144	4,120,000	107,901,201			(3,474,572)
Beginning Balance at Dec. 31, 2020	(106,994)	$ 59			452,992	(541,274)	$ (18,771)
Beginning Balance, shares at Dec. 31, 2020		59,287,331					(3,515,028)
Issuance of stock, net	11,262	$ 4			11,258
Issuance of stock, net, shares		4,370,629
Issuance of common stock upon exercise of options	$ 88				88
Issuance of common stock upon exercise, shares	71,284	71,284
Issuance of common stock upon vesting of restricted stock unit awards	$ (229)				(228)		$ (1)
Issuance of common stock upon vesting of restricted stock unit awards, shares		174,730					(48,581)
Stock-based compensation expense	2,630				2,630
Net loss	(32,264)					(32,264)
Ending Balance at Mar. 31, 2021	$ (125,507)	$ 63			$ 466,740	$ (573,538)	$ (18,772)
Ending Balance at Mar. 31, 2021		63,903,974					(3,563,609)

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020
Operating Activities:
Net loss	$ (32,264)	$ (17,152)
Adjustments to reconcile net loss to net cash used in operating activities:
Non-cash revenue reserve	187
Depreciation and amortization	1,249	1,701
Stock-based compensation expense	2,630	2,057
Amortization of debt discount	386
Inventory write-down	178	(27)
Loss on disposal of property and equipment		18
Change in fair value of derivative liability	(14,828)
Change in fair value of warrant liability	(2,650)
Changes in operating assets and liabilities:
Accounts receivable, net	(525)	6,550
Inventory	(336)	984
Income tax receivable		(37,662)
Prepaid expenses and other current assets	(894)	460
Accounts payables	(2,214)	727
Accrued expenses and other liabilities	579	(25,405)
Other long-term liabilities	(62)	36,863
Net cash used in operating activities	(48,564)	(30,886)
Investing Activities:
Purchases of property and equipment	(463)	(1,094)
Net cash used in investing activities	(463)	(1,094)
Financing Activities:
Proceeds from issuance of common stock, net	11,631	103
Proceeds from issuance of Series B Preferred Stock, net		11,374
Proceeds from issuance of common stock warrants	12,804
Payment of deferred offering costs	(75)	(616)
Payments for insurance financing	(1,950)
Principal payments on mortgages payable	(66)	(62)
Principal payments on capital lease obligations	(117)	(215)
Net cash provided by financing activities	22,227	10,584
Net decrease in cash and cash equivalents	(26,800)	(21,396)
Cash and cash equivalents at beginning of period	92,076	33,042	$ 33,042
Cash and cash equivalents at end of period	65,276	11,646	$ 92,076
Supplemental disclosure of cash flow information:
Cash paid for interest	(41)	(51)
Cash paid for income taxes	(7)	(5)
Supplemental schedule of non-cash investing and financing activities:
Issuance of preferred stock in settlement of interest payable		1,801
Issuance of preferred stock for settlement of deferred issuance costs		897
Equity offering costs incurred but not paid	281	682
Issuance of stock options in settlement of accrued bonuses		754
Purchases of property and equipment in accounts payable	89	$ 278
Warrant issuance costs incurred but not paid	$ 148

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2021

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

Basis of Presentation

The Company’s condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. These financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, as filed with the Securities and Exchange Commission, (“SEC”), from which management derived the Company’s condensed consolidated balance sheet as of December 31, 2020. The condensed consolidated financial statements include the accounts of Progenity, Inc., its wholly owned subsidiaries, and an affiliated professional partnership with Avero with respect to which the Company currently has a specific management arrangement. The Company has determined that Avero is a variable interest entity and that the Company is the primary beneficiary resulting in the consolidation of Avero as required by the accounting guidance for consolidation (see Note 3). All significant intercompany balances and transactions have been eliminated in consolidation.

Unaudited Interim Financial Information

The accompanying condensed consolidated balance sheet as of March 31, 2021, the statements of operations and the statements of stockholders’ deficit for the three months ended March 31, 2021 and 2020 and the statements of cash flows for the three months ended March 31, 2021 and 2020 are unaudited. The unaudited interim financial statements have been prepared on the same basis as the audited annual financial statements and, in the opinion of management, reflect all adjustments, consisting of normal recurring adjustments, that are necessary for the fair statement of the Company’s financial position as of March 31, 2021, and the results of its operations and its cash flows for the three months ended March 31, 2021 and 2020. The financial data and other information disclosed in these notes related to the three months ended March 31, 2021 and 2020 are also unaudited. The results for the three months ended March 31, 2021 are not necessarily indicative of results to be expected for the year ending December 31, 2021, any other interim periods, or any future year or period, particularly in light of the COVID-19 pandemic and its impact on domestic and global economies. The balance sheet as of December 31, 2020 included herein was derived from the audited financial statements as of that date. Certain disclosures have been condensed or omitted from the interim financial statements.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates include the estimate of variable consideration in connection with the recognition of revenue, the valuation of stock options, the valuation of goodwill and intangible assets, the valuation of derivative liability associated with the Convertible Notes, accrual for reimbursement claims and settlements, the valuation of the warrant liability, assessing future tax exposure and the realization of deferred tax assets, the useful lives and the recoverability of property and equipment. 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 recorded revenues and expenses that are not readily apparent from other sources. Actual results could differ from those estimates and assumptions.

Revenue Recognition

Revenue is recognized in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). In accordance with ASC 606, the Company follows a five-step process to recognize revenues: 1) identify the contract with the customer, 2) identify the performance obligations, 3) determine the transaction price, 4) allocate the transaction price to the performance obligations and 5) recognize revenues when the performance obligations are satisfied.

Revenue is primarily derived from providing molecular testing products, which are reimbursed through arrangements with third-party payors, laboratory distribution partners, and amounts from individual patients. Third-party payors include commercial payors, such as health insurance companies, health maintenance organizations and government health benefit programs, such as Medicare and Medicaid. The Company’s contracts generally contain a single performance obligation, which is the delivery of the test results, and the Company satisfies its performance obligation at a point in time upon the delivery of the results, which then triggers the billing for the product. The amount of revenue recognized reflects the amount of consideration the Company expects to be entitled to (the “transaction price”) and considers the effects of variable consideration. Revenue is recognized when control of the promised product is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those products.

The Company applies the following practical expedients and exemptions:

•

Incremental costs incurred to obtain a contract are expensed as incurred because the related amortization period would have been one year or less. The costs are included in selling and marketing expenses.

•

No adjustments to amounts of promised consideration are made for the effects of a significant financing component because the Company expects, at contract inception, that the period between the transfer of a promised good or service and customer payment for that good or service will be one year or less.

Payor Concentration

The Company relies upon reimbursements from third-party government payors and private-payor insurance companies to collect accounts receivable. The Company’s significant third-party payors and their related accounts receivable balances and revenues as a percentage of total accounts receivable balances and revenues are as follows:

	Percentage of Accounts Receivable
	March 31, 2021			December 31, 2020
Blue Shield of Texas		19.5	%		17.8	%
Government Health Benefits Programs		23.9	%		26.2	%
Aetna		5.2	%		4.0	%
United Healthcare		5.8	%		6.6	%

	Percentage of Revenue
	Three Months Ended
	March 31,
	2021			2020
Blue Shield of Texas		22.7	%		16.6	%
Government Health Benefits Programs		23.4	%		18.2	%
Aetna		7.7	%		7.6	%
United Healthcare		6.8	%		20.7	%

Accounts Receivable

Accounts receivable is recorded at the transaction price and considers the effects of variable consideration. The total consideration the Company expects to collect is an estimate and may be fixed or variable. Variable consideration includes reimbursement from third-party payors, laboratory distribution partners, and amounts from individual patients, and is adjusted for disallowed cases, discounts, and refunds using the expected value approach. The Company monitors these estimates at each reporting period based on actual cash collections in order to assess whether a revision to the estimate is required.

Embedded Derivative Related to Convertible Notes

During 2020, the Company issued Convertible Notes with an embedded derivative that is required to be bifurcated from their host contract and remeasured to fair value at each balance sheet date. Any resulting gain or loss related to the change in the fair value of the embedded derivative is recorded to other income (expense), net on the consolidated statements of operations. Changes in the Company’s assumptions, such as the Company’s stock price and volatility of common stock, could result in material changes in the valuation in future periods.

Stock-Based Compensation

Stock-based compensation related to stock options, restricted stock units (“RSUs”) and the 2020 Employee Stock Purchase Plan (“ESPP”) awards granted to the Company’s employees is measured at the grant date based on the fair value of the award. The fair value is recognized as expense over the requisite service period, which is generally the vesting period of the respective awards. Compensation related to service-based awards is recognized starting on the grant date on a straight-line basis over the vesting period, which is typically four years. For the ESPP, the requisite service period is generally the period of time from the offering date to the purchase date. The Company accounts for the forfeitures in the period in which they occur. The fair value of each restricted stock unit award is estimated based on the market price of the underlying common stock on the date of the grant.

The determination of the fair value of each stock award using the option-pricing model is affected by the Company’s assumptions regarding a number of complex and subjective variables. These variables include, but are not limited to, the fair value of the common stock at the date of grant, the expected term of the awards, the expected stock price volatility over the term of the awards, risk-free interest rate, and dividend rate. The Company’s assumptions with respect to these variables are as follows:

Fair Value of Common Stock—Prior to the IPO, the Company’s common stock was not publicly traded, therefore the Company estimated the fair value of its common stock. Following the IPO, the fair value of the Company’s common stock for awards with service-based vesting is the closing selling price per share of its common stock as reported on the Nasdaq Global Market on the date of grant or other relevant determination date.

Expected Term—The expected term represents the period that the stock-based awards are expected to be outstanding. The Company determines the expected term using the simplified method. The simplified method deems the term to be the average of the time-to-vesting and the contractual life of the options. For stock options granted to non-employees, the expected term equals the remaining contractual term of the option from the vesting date. For the ESPP, the expected term is the period of time from the offering date to the purchase date.

Expected Volatility—Given the limited period of time the Company’s stock has been traded in an active market, the expected volatility is estimated by taking the average historical price volatility for industry peers, consisting of several public companies in the Company’s industry that are similar in size, stage, or financial leverage, over a period of time commensurate with to the expected term of the awards.

Risk-Free Interest Rate—The risk-free interest rate is calculated using the average of the published interest rates of U.S. Treasury zero-coupon issues with maturities that are commensurate with the expected term.

Dividend Rate—The dividend yield assumption is zero, as the Company has no plans to make dividend payments.

Net Loss Per Share

Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities. The Company considers all series of preferred stock to be participating securities as the holders of such stock are entitled to receive non-cumulative dividends on an as-converted basis in the event that a dividend is paid on common stock. Under the two-class method, the net loss attributable to common stockholders is not allocated to the preferred stock as the holders of preferred stock do not have a contractual obligation to share in the Company’s losses. Under the two-class method, net income is attributed to common stockholders and participating securities based on their participation rights. Basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period. Net loss attributable to common stockholders is calculated by adjusting net loss with dividends to preferred stockholders, if any. As the Company has reported net losses for all periods presented, all potentially dilutive securities are antidilutive and, accordingly, basic net loss per share equals diluted net loss per share.

Comprehensive Loss

The Company did not have any other comprehensive income or loss for any of the periods presented, and therefore comprehensive loss was the same as the Company’s net loss.

Recent Accounting Pronouncements Adopted

In December 2019, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which simplified income tax accounting in various areas. The Company has evaluated and adopted ASU 2019-12 on January 1, 2021, which did not have a material impact on our consolidated financial statements.

Recent Accounting Pronouncements Not Yet Adopted

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which supersedes FASB ASC Topic 840, Leases (Topic 840), and provides principles for the recognition, measurement, presentation and disclosure of leases for both lessees and lessors. The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method for finance leases or on a straight-line basis over the term of the lease for operating leases. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases. In June 2020, the FASB issued ASU No. 2020-05, Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842): Effective Dates for Certain Entities, which further defers the effective date for certain entities. As a result, the ASU is now effective for EGCs for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. If Company maintains EGC status, it will adopt the new standard in the fourth quarter of 2022 using the modified retrospective method, under which the Company will apply the new lease standard to existing and new leases as of January 1, 2022, but prior periods will not be restated and will continue to be reported under Topic 840 guidance in effect during those periods. The Company plans to adopt the new lease standard effective January 1, 2022, using the effective date method with the cumulative effect of the change, if any, reflected in retained earnings as of January 1, 2022. The Company plans to elect the package of practical expedients available in the new lease standard, allowing it not to reassess: (a) whether expired or existing contracts contain leases under the new definition of a lease; (b) lease classification for expired or existing leases; and (c) whether previously capitalized initial direct costs would qualify for capitalization under the new lease standard.

The Company continues to monitor FASB activity to assess certain interpretative issues and the associated implementation of the new standard and is in the process of reviewing its lease arrangements, including property, equipment and vehicle leases. The Company is not yet able to estimate the anticipated impact to its consolidated financial statements from the implementation of the new standard as it continues to interpret the principles of the new standard.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses, which requires the measurement of expected credit losses for financial instruments carried at amortized cost, such as accounts receivable, held at the reporting date based on historical experience, current conditions and reasonable forecasts. The main objective of this standard is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. In November 2018, the FASB issued ASU No. 2018-19, Codification Improvements to Topic 326, Financing Instruments–Credit Losses, which included an amendment of the effective date. The standard is effective for the Company for annual reporting periods beginning after December 15, 2022. The Company does not expect the adoption of this standard to have a significant impact on its consolidated financial statements.

In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity's Own Equity (Subtopic 815-40)-Accounting for Convertible Instruments and Contracts in an Entity's Own Equity, which simplifies the accounting for convertible instruments, amends the guidance on derivative scope exceptions for contracts in an entity's own equity, and modifies the guidance on diluted earnings per share calculations as a result of these changes. The standard is effective for the Company for annual reporting periods beginning after December 15, 2023. The Company is currently evaluating the impact the adoption of this standard may have on its consolidated financial statements.

Variable Interest Entities

3 Months Ended

Mar. 31, 2021

Text Block [Abstract]

Variable Interest Entity

3. Variable Interest Entity

In June 2015, the Company entered into a series of agreements with Avero. The Company entered into a purchase agreement to acquire certain assets from Mattison used in the operations of Avero. The purchase agreement was accounted for under the acquisition method in accordance with the provisions of ASC Topic 805, Business Combinations. The Company entered into a nominee agreement which provides it with the right, but not the obligation, to purchase, or to designate a person(s) to purchase, the stock of Avero at any time for a nominal amount.

The Company also entered into a management services arrangement that authorizes the Company to perform the management services in the manner that it deems reasonably appropriate to meet the day-to-day business needs of Avero. The Company’s management services include funding ongoing operational needs, directing activities related to contract negotiation, billing, human resources, and legal and administrative matters and processes, among others. In exchange for the management services provided, the Company is entitled to receive an annual management fee equal to the amount of the net operating income of Avero. The term of the agreement with Avero is 10 years, subject to automatic renewals. The agreement can be terminated by either party with a 90-day notice before the end of the term.

Through the management services arrangement with Avero, the Company has (1) the power to direct the activities of Avero that most significantly impact its economic performance, and (2) the obligation to absorb losses of Avero or the right to receive benefits from Avero that could potentially be significant to Avero. Based on these determinations, the Company has determined that Avero is a variable interest entity and that the Company is the primary beneficiary. The Company does not own any equity interest in Avero; however, as these agreements provide the Company the controlling financial interest in Avero, the Company consolidates Avero’s balances and activities within its consolidated financial statements.

In December 2018, Avero entered into a settlement agreement with Cigna (the “Cigna settlement obligation”) whereby Avero agreed to pay an aggregate amount of $12.0 million with an upfront payment of $6.0 million and the remaining $6.0 million was paid over 24 months. The Company provided financial support to Avero in the amount of $0.8 million during the three months ended March 31, 2020, related to the Cigna settlement obligation, which was fully settled as of December 31, 2020. The Company did not provide any additional financial support to Avero during the three months ended March 31, 2021 and 2020, other than the Cigna settlement obligation and agreed upon management services.

The following table presents the assets and liabilities of Avero that are included in the Company’s condensed consolidated balance sheets as of March 31, 2021 and December 31, 2020 (in thousands). The creditors of Avero have no recourse to the general credit of the Company, with the exception of $1.7 million and $1.7 million in mortgage payable guaranteed by the Company as of March 31, 2021 and December 31, 2020, respectively (see Note 9). The assets and liabilities exclude intercompany balances that eliminate in consolidation:

	March 31, 2021		December 31, 2020
Assets of Avero that can only be used to settle obligations of Avero
Cash and cash equivalents	$	1,162	$	556
Accounts receivable, net		6,333		6,047
Inventory		3,310		3,382
Prepaid expenses and other current assets		127		1,254
Property and equipment, net		5,258		5,436
Other assets		30		30
Goodwill		6,219		6,219
Other intangible assets, net		3,611		3,843
Total assets of Avero that can only be used to settle obligations of Avero	$	26,050	$	26,767
Liabilities of Avero
Accounts payable	$	4,516	$	4,722
Accrued expenses and other accrued liabilities		3,300		3,472
Current portion of capital lease obligations		39		46
Current portion of mortgage payable		200		199
Capital lease obligations, net of current portion		—		4
Mortgage payable, net of current portion		1,469		1,520
Other long-term liabilities		367		428
Total liabilities of Avero	$	9,891	$	10,391

Revenues

3 Months Ended

Mar. 31, 2021

Revenue From Contract With Customer [Abstract]

Revenues

4. Revenues

Revenue is derived from contracts with healthcare insurers, government payors, laboratory partners and patients in connection with sales of prenatal genetic, anatomic or molecular pathology tests. The Company enters into contracts with healthcare insurers related to tests provided to patients who have health insurance coverage. Insurance carriers are considered third-party payors on behalf of the patients, and the patients who receive genetic, anatomic or molecular pathology test products are considered the customers. Tests may be billed to insurance carriers, patients, or a combination of insurance carriers and patients. The Company also sells tests to laboratory partners, which are also considered to be customers. The Company’s test volumes began to decrease in the second half of March 2020 as a result of the COVID-19 pandemic spreading in the United States and resulting limitations and reordering of priorities across the U.S. healthcare system. The Company expects test volumes to continue to be adversely affected by COVID-19 and cannot predict when volumes will return to normal.

In accordance with ASC 606, a performance obligation represents a promise in a contract to transfer a distinct good or service to a customer and the consideration should be allocated to each distinct performance obligation and recognized as revenue when or as the performance obligation is satisfied. The Company has evaluated its contracts with healthcare insurers, government payors, laboratory partners and patients and identified a single performance obligation in those contracts, the delivery of a test result. The Company satisfies its performance obligation at a point in time upon the delivery of the test result, at which point the Company can bill for its products. The amount of revenue recognized reflects the transaction price and considers the effects of variable consideration, which is discussed below.

Once the Company satisfies its performance obligations upon delivery of a test result and bills for the product, the timing of the collection of payments may vary based on the payment practices of the third-party payor. The Company bills patients directly for co-pays and deductibles that they are responsible for and also bills patients directly in cases where the customer does not have insurance.

The Company has established an accrual for refunds of payments previously made by healthcare insurers based on historical experience and executed settlement agreements with healthcare insurers. The refunds are accounted for as reductions in revenues in the statement of operations as an element of variable consideration. In the United States, the American Medical Association (“AMA”) generally assigns specific billing codes for laboratory tests under a coding system known as Current Procedure Terminology (“CPT”), which the Company and its ordering healthcare providers must use to bill and receive reimbursement for molecular tests. Effective January 1, 2019, the AMA issued a CPT code for genetic testing for severe inherited conditions that includes sequencing of at least 15 genes, which affects potential reimbursement for the Company’s Preparent expanded carrier screening tests. As part of the Company’s work to improve its compliance program, including its internal auditing and monitoring function, the Company commissioned a third-party review of its billing processes. In connection with that audit, the Company identified that it had not effectively transitioned to the implementation of the new CPT code in 2019, and as a result the Company received an overpayment of approximately $10.3 million from government payors during 2019 and early 2020. As of December 31, 2020, the Company settled all existing obligations to the relevant government programs as due and will continue to settle any future obligation as they arise.

The transaction price is an estimate and may be fixed or variable. Variable consideration includes reimbursement from healthcare insurers, government payors, and patients and is adjusted for estimates of disallowed cases, discounts, and refunds using the expected value approach. Tests billed to healthcare insurers and directly to patients can take up to nine months to collect and the Company may be paid less than the full amount billed or not paid at all. For insurance carriers and government payors, management utilizes the expected value method using a portfolio of relevant historical data for payors with similar reimbursement characteristics. The portfolio estimate is developed using historical reimbursement data from payors and patients, as well as known current reimbursement trends not reflected in the historical data. Such variable consideration is included in the transaction price only to the extent it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainties with respect to the amount are resolved. The Company monitors these estimates at each reporting period based on actual cash collections and the status of settlement agreements with third-party payors, in order to assess whether a revision to the estimate is required. Both the initial estimate and any subsequent revision to the estimate contain uncertainty and require the use of judgment in the estimation of the transaction price and application of the constraint for variable consideration. If actual results in the future vary from the Company’s estimates, the Company will adjust these estimates, which would affect revenue and earnings in the period such variances become known. The consideration expected from laboratory partners is generally a fixed amount.

The Company periodically updates its estimate of the variable consideration recognized for previously delivered performance obligations. These updates resulted in an additional $2.4 million of revenue reported for the three months ended March 31, 2021, and a reduction of $12.8 million of revenue reported for the three months ended March 31, 2020. These amounts included (i) adjustments for actual collections versus estimated variable consideration as of the beginning of the reporting period and (ii) cash collections and the related recognition of revenue in the current period for tests delivered in prior periods due to the release of the constraint on variable consideration, offset by (iii) reductions in revenue for the accrual for reimbursement claims and settlements described in Note 10.

Disaggregation of Revenues

The following table shows a further disaggregation of revenues by payor type (in thousands):

	Three Months Ended March 31,
	2021		2020
Commercial third-party payors	$	16,453	$	21,562
Government health benefit programs(1)		5,726		(6,143	)
Patient/laboratory distribution partners		2,347		1,409
Total revenues	$	24,526	$	16,828
____________
(1) The revenue amounts include accruals for reimbursement claims and settlements included in the estimates of variable consideration recorded during the three months ended March 31, 2021 and 2020. Revenue recognized reflect the effects of variable consideration, and include adjustments for estimates of disallowed cases, discounts, and refunds. The variable consideration includes reductions in revenues for the accrual for reimbursement claims and settlements.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI http://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 9
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
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-Subparagraph (e)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
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-Section 50
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

+ Details

Balance Sheet Components

3 Months Ended

Mar. 31, 2021

Organization Consolidation And Presentation Of Financial Statements [Abstract]

Balance Sheet Components

5. Balance Sheet Components

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following (in thousands):

	March 31, 2021		December 31, 2020
Prepaid expenses	$	9,629	$	9,116
Other current assets		683		245
Total	$	10,312	$	9,361

Property and Equipment, Net

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

	March 31, 2021			December 31, 2020
Computers and software	$	14,738		$	14,591
Building and leasehold improvements		9,462			9,458
Laboratory equipment		7,791			7,678
Furniture, fixtures, and office equipment		1,686			1,686
Construction in progress		3,021			2,784
Land		1,091			1,091
Total property and equipment		37,789			37,288
Less accumulated depreciation and amortization		(20,412	)		(19,446	)
Property and equipment, net	$	17,377		$	17,842

Capital leases included in property and equipment, net consisted of the following (in thousands):

	March 31, 2021			December 31, 2020
Capital leases	$	2,467		$	2,467
Less accumulated depreciation and amortization		(2,055	)		(1,954	)
Capital leases included in property and equipment, net	$	412		$	513

Depreciation expense was $1.1 million and $1.0 million for the three months ended March 31, 2021 and 2020, respectively.

Intangible Assets, Net

Intangible assets, net consisted of the following (in thousands):

March 31, 2021	Cost		Accumulated amortization			Net
Payor relationships	$	7,230	$	(4,218	)	$	3,012
Trade names		1,410		(822	)		588
Noncompete agreements		384		(373	)		11
Intangible assets, net	$	9,024	$	(5,413	)	$	3,611

December 31, 2020	Cost		Accumulated amortization			Net
Payor relationships	$	7,230	$	(4,037	)	$	3,193
Trade names		1,410		(787	)		623
Noncompete agreements		384		(357	)		27
Intangible assets, net	$	9,024	$	(5,181	)	$	3,843

Amortization expense of intangible assets was $0.2 million and $0.2 million for the three months ended March 31, 2021 and 2020, respectively.

The future amortization of intangible assets at March 31, 2021 was (in thousands):

Year ending December 31,
Remainder of 2021	$	659
2022		864
2023		864
2024		864
2025		360
Thereafter		—
Total future amortization of intangible assets	$	3,611

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following (in thousands):

	March 31, 2021		December 31, 2020
Accrual for reimbursement claims and settlements, current	$	28,047	$	30,487
Commission and bonus		3,823		4,619
Vacation and payroll benefits		11,408		8,896
Accrued professional services		2,263		3,385
Accrued interest		3,947		855
Contract liabilities		211		378
Other		4,084		6,057
Total	$	53,783	$	54,677

Other Long-term Liabilities

Other long-term liabilities consisted of the following (in thousands):

	March 31, 2021		December 31, 2020
Accrual for reimbursement claims and settlements, net of current portion	$	7,053	$	7,053
Other		1,482		1,614
Total	$	8,535	$	8,667

Fair Value Measurements

3 Months Ended

Mar. 31, 2021

Fair Value Disclosures [Abstract]

Fair Value Measurements

6. Fair Value Measurements

The Company's financial assets and liabilities carried at fair value are comprised of investment assets that include money market funds. 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 authoritative guidance establishes a three-level valuation hierarchy that prioritizes the inputs to valuation techniques used to measure fair value based upon whether such inputs are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions made by the reporting entity. The three-level hierarchy for the inputs to valuation techniques is summarized as follows:

Level 1 - Quoted prices in active markets for identical assets and liabilities that the Company has the ability to access.

Level 2 - Observable market-based inputs or unobservable inputs that are corroborated by market data, such as quoted prices, interest rates, and yield curves.

Level 3 - Inputs that are unobservable data points that are not corroborated by market data.

This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques utilized to determine such fair value (in thousands):

	Quoted Prices for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
March 31, 2021
Money market funds(1)	$	60,575	$	—	$	—
Embedded derivative liability		—		—		3,542
Warrant liability		—		—		10,154

December 31, 2020
Money market funds(1)	$	90,254	$	—	$	—
Embedded derivative liability		—		—		18,370
____________
(1) Included in cash and cash equivalents in the accompanying condensed consolidated balance sheets.

The Company’s policy is to recognize transfers between levels at the end of the reporting period. There were no significant transfers between Level 1, Level 2, and Level 3 during the three months ended March 31, 2021 and 2020.

Fair Value of Financial Instruments

The carrying value of the Company’s accounts receivable, accounts payable, and accrued expenses and other current liabilities are considered to be representative of their respective fair values because of their short-term nature.

The carrying value of the Company’s mortgages payable approximates their estimated fair value because the instruments bear interest at rates and have terms that are comparable to those available to the Company for similar loan instruments at March 31, 2021 and December 31, 2020.

The Company’s Level 3 liabilities consist of the embedded derivative liability associated with the Company’s convertible senior notes (the “Convertible Notes”) and the warrant liability resulting from the February 2021 issuance of warrants, as described in Note 11. For the warrant liability, the Company uses the Black-Scholes Model to value the Level 3 warrant liability at inception and on subsequent valuation dates. This model incorporates transaction details such as the Company’s stock price, contractual terms, maturity, risk free rates, as well as volatility. The significant unobservable input for the Level 3 warrant liability includes volatility. Given the limited period of time the Company’s stock has been traded in an active market, the expected volatility is estimated by taking the average historical price volatility for industry peers, consisting of several public companies in the Company’s industry that are similar in size, stage, or financial leverage, over a period of time commensurate to the expected term of the warrants. At March 31, 2021, the fair value of warrant liability was estimated using the Black-Scholes Model with the following assumptions: expected term of 4.91 years, stock price of $4.76, risk free rate of 0.92%, and volatility of 69.7%.

The carrying value of the Company’s Convertible Notes does not approximate its fair value because the carrying value of the Convertible Notes reflects the balance of unamortized discount related to the derivative liability associated with the value of conversion feature assessed at inception. The carrying value and the fair value of the Company’s Convertible Notes, net of discount, was $159.2 million at March 31, 2021. The Company periodically assesses the fair value of the conversion feature related to the Convertible Note. The conversion feature was bifurcated and recorded as an embedded derivative liability with a corresponding discount at the date of issuance that is netted against the principal amount of the Convertible Notes. The Company utilizes a Monte Carlo simulation method to determine the fair value of the conversion feature, which utilizes inputs including the common stock price, volatility of common stock, the risk-free interest rate and the probability of conversion to common shares at the conversion rate in the event of a major transaction (e.g. a change in control). Due to the use of significant unobservable inputs, the overall fair value measurement of the conversion feature is classified as Level 3. Based on unadjusted quoted prices in active market obtained from third-party pricing services, the Company determined the fair value of the Convertible Notes was $250.2 million and $194.6 million as of December 31, 2020 and March 31, 2021, respectively.

- 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

Convertible Notes

3 Months Ended

Mar. 31, 2021

Debt Disclosure [Abstract]

Convertible Notes

7. Convertible Notes

In December 2020, the Company issued a total of $168.5 million principal amount of its Convertible Notes in a private offering of the Convertible Notes pursuant to Rule 144A under the Securities Act. The Convertible Notes were issued pursuant to, and are governed by, an indenture, dated as of December 7, 2020, by and between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Indenture”). The Convertible Notes are due on December 1, 2025, unless earlier repurchased, redeemed or converted, and accrue interest at a rate per annum equal to 7.25% payable semi-annually in arrears on June 1 and December 1 of each year, with the initial payment on June 1, 2021. During the three months ended March 31, 2021, the Company recognized interest expense on the Convertible Notes of $3.1 million.

At any time, noteholders may convert their Convertible Notes at their option into shares of the Company’s common stock, together, if applicable, with cash in lieu of any fractional share, at the then-applicable conversion rate. The initial conversion rate is 278.0094 shares of common stock per $1,000 principal amount of Convertible Notes, which represents an initial conversion price of approximately $3.60 per share of common stock. Noteholders that convert their Convertible Notes before December 1, 2022 will, in certain circumstances, be entitled to an additional cash payment representing the present value of any remaining interest payments on the Convertible Notes through December 1, 2022. The conversion rate and conversion price are subject to customary adjustments upon the occurrence of certain dilutive events. In addition, if certain corporate events that constitute a “Make-Whole Fundamental Change” (as defined in the Indenture) occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time.

The Convertible Notes are redeemable, in whole and not in part, at the Company’s option at any time on or after December 1, 2023, at a cash redemption price equal to the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, but only if the last reported sale price per share of the Company’s common stock exceeds 130% of the conversion price on (i) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice; and (ii) the trading day immediately before the date the Company sends such notice. In addition, calling the Convertible Notes will constitute a Make-Whole Fundamental Change, which will result in an increase to the conversion rate in certain circumstances for a specified period of time.

The Convertible Notes have customary provision relating to the occurrence of “Events of Default” (as defined in the Indenture), which include the following: (i) certain payment defaults on the Convertible Notes (which, in the case of a default in the payment of interest on the Convertible Notes, will be subject to a 30-day cure period); (ii) the Company’s failure to send certain notices under the Indenture within specified periods of time; (iii) the Company’s failure to comply with certain covenants in the Indenture relating to the Company’s ability to consolidate with or merge with or into, or sell, lease or otherwise transfer, in one transaction or a series of transactions, all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, to another person; (iv) a default by the Company in its other obligations or agreements under the Indenture or the Convertible Notes if such default is not cured or waived within 60 days after notice is given in accordance with the Indenture; (v) certain defaults by the Company or any of its subsidiaries with respect to indebtedness for borrowed money of at least $7,500,000; (vi) the rendering of certain judgments against the Company or any of its subsidiaries for the payment of at least $7,500,000, where such judgments are not discharged or stayed within 60 days after the date on which the right to appeal has expired or on which all rights to appeal have been extinguished; and (vii) certain events of bankruptcy, insolvency and reorganization involving the Company or any of the Company’s significant subsidiaries. As of March 31, 2021 and December 31, 2020, the Company was in compliance with all such covenants.

The Convertible Notes have a conversion option which was required to be bifurcated upon issuance and then periodically remeasured to fair value separately as an embedded derivative. The conversion option includes additional interest payments payable to the noteholders if converted prior to December 1, 2022. The conversion feature was bifurcated as recorded separately as an embedded derivative as (1) the conversion feature is not clearly and closely related to the debt instrument and is not considered to be indexed to the Company’s equity, (2) the conversion feature standing alone meets the definition of a derivative, and (3) the Convertible Notes are not remeasured at fair value each reporting period with changes in fair value recorded in the consolidated statement of operations.

As of March 31, 2021 and December 31, 2020, the fair value of the derivative liability was $3.5 million and $18.4 million, respectively. The change in the fair value of the derivative liability of $14.9 million is included in interest and other income (expense), net in the accompanying condensed consolidated statement of operations for the three months ended March 31, 2021. As of March 31, 2021 and December 31, 2020, the unamortized debt discount was $9.3 million and $9.6 million, respectively. The Company amortizes the debt discount using the effective interest method over the term of the Convertible Notes, at a resulting effective interest rate of approximately 8.7%. For the three months ended March 31, 2021, the amortization of the Convertible Notes debt discount was $0.4 million, and was included in interest expense in the condensed consolidated statements of operations.

Related Party Transactions

3 Months Ended

Mar. 31, 2021

Related Party Transactions

8. Related Party Transactions

On October 27, 2017, the Company entered into a Credit and Security Agreement and a Series B Convertible Preferred Stock Purchase Agreement with a private equity firm (the “2017 Transaction”). The 2017 Transaction provided for the 2017 Term Loan, the issuance of Series B Preferred Stock (the “Series B Preferred Stock”), and the issuance of a warrant to purchase Series B Preferred Stock (the “Series B Preferred Stock Purchase Warrant”). The 2017 Term Loan accrued interest at a rate per annum equal to 9.5% and was due October 27, 2022.

The 2017 Term Loan contained customary covenants, including a requirement to maintain a minimum unrestricted cash balance at all times of at least $5.0 million, and was secured by all tangible and intangible property and assets of the Company, with the exception of its intellectual property.

The total proceeds of $124.2 million from the 2017 Transaction were allocated to the 2017 Term Loan, Series B Preferred Stock, and the Series B Preferred Stock Purchase Warrant based on the relative fair value of the term loan, equity, and warrant issued. As a result, the Company allocated proceeds of $65.7 million to the 2017 Term Loan. As the proceeds allocated to the 2017 Term Loan are lower than the stated loan amount of $75.0 million, the resulting $9.3 million discount is amortized as interest expense using the effective interest method over the term of the loan.

The Term Loan was discharged in December 2020 in connection with the offering of Convertible Notes. During the year ended December 31, 2020, the Company recognized interest expense on the 2017 Term Loan of $7.5 million, inclusive of $2.1 million of discount amortization for the years ended December 31, 2020.

In connection with the Company’s initial public offering (“IPO”), on June 18, 2020, the Series B Preferred Stock Purchase Warrant became exercisable for 400,160 shares of common stock.

On March 31, 2020, the Company entered into the First Amendment to the Credit Agreement (the “Credit Agreement Amendment”), with the collateral agent and lender party thereto, providing for the payment of interest due and payable as of March 31, 2020 in shares of Series B Preferred Stock, and further providing for the payment of interest due and payable as of June 30, 2020 in shares of the Series B Preferred Stock in the event the IPO has not been consummated by such date. Pursuant to the Credit Agreement Amendment, the Company concurrently entered into a Series B Preferred Stock Subscription Agreement (the “Subscription Agreement”), with the lender, which provided for the issuance of 967,130 shares of Series B Preferred Stock at a subscription price of $2.25 per share, as payment for interest due and payable as of March 31, 2020 and all applicable fees as set forth in the Credit Agreement Amendment.

On May 8, 2020, the Company entered into an unsecured convertible promissory note (the “Note”) with the same private equity firm pursuant to a note purchase agreement, in an aggregate principal amount of $15.0 million, with an annual interest rate of 8.0% and a maturity date of May 8, 2022. The Note was convertible into (i) common stock upon an initial public offering at the lesser of the conversion price then in effect and a conversion price equal to 80% of the public offering price (or, if not a “qualified IPO” as defined in the Company’s certificate of incorporation, at the election of a majority of the holders), (ii) on the maturity date or at the election of a majority of the holders, Series B preferred stock at an initial conversion price of $13.90 per share subject to certain adjustments, or (iii) at the election of a majority of the holders, shares of another class of equity securities issued by the Company in a future financing at 80% of the price per share of such class of equity securities issued in such offering. Interest under the Note was not generally payable except that if the Note is not converted pursuant to its terms on or prior to the maturity date and there are not sufficient authorized and unissued shares of Series B preferred stock for issuance upon the conversion of the Note on the maturity date, then the Company is required to pay all outstanding principal and any accrued and unpaid interest under the Note in cash. If the holders of the Note have not elected to convert the Note prior to, or in connection with, any sale transaction or a liquidation, dissolution or winding up of the Company, either voluntary or involuntary, then, upon any such sale transaction or liquidation, dissolution or winding up of the Company, the Company would have been required to pay in cash the outstanding principal balance of the Note, together with accrued and unpaid interest thereon, plus a make whole premium of 50% of the aggregate principal amount (less accrued and unpaid interest). The Company evaluated the economic features embedded in the Note and identified features that were required to be bifurcated and accounted for separately as a derivative. Accordingly, a derivative liability of $3.6 million was recorded on the issuance date of the Note and $3.8 million was subsequently reclassified to equity representing the fair value of the derivative liability on the date of extinguishment. The change in the fair value of the derivative liability of $0.2 million is included in interest and other income (expense), net in the accompanying condensed consolidated statements of operations. In June 2020, in connection with completion of the IPO, the Note was converted into 1,250,000 shares of common stock and all obligations under the Note were extinguished. Upon the conversion, the Company recorded a $3.6 million loss on extinguishment of the debt, which represented the difference between the carrying value of the Note and the derivative liability and the fair value of the shares of common stock issued to the Note holder of $3.4 million combined with amortization of the related debt discount of $0.2 million. The same private equity firm participated in the IPO and acquired 3,333,333 shares at a price of $15.00 per share, which was at par with the price to other investors.

In December 2020, the private equity firm discharged any and all amounts owed and any obligations outstanding under the 2017 Term Loan in exchange for $78.5 million principal amount of Convertible Notes issued by the Company’s as described in Note 7. The exchange was accounted as extinguishment of the 2017 Term Loan and resulted in $7.6 million of loss on extinguishment, which was included in the interest and other income (expense), net in the consolidated statement of operations for the year ended December 31, 2020. This private equity firm also acquired additional $25.0 million principal amount of the Company’s Convertible Notes for cash in this private offering, which resulted in $103.5 million aggregate principal amount of the Convertible Notes described in Note 7 acquired by this private equity firm. For the three months ended March 31, 2021, the accrued interest expense related to the Convertible Notes held by this private equity firm was $1.9 million. For the year ended December 31, 2020, the accrued interest expense related to the Convertible Notes held by this private equity firm was $0.5 million. Also in December 2020, the same private equity firm participated in the underwritten public offering and acquired 4,128,440 shares as a price of $3.27 per share resulting in the proceeds to the Company of $13.2 million before expenses.

Commitments and Contingencies

3 Months Ended

Mar. 31, 2021

Commitments And Contingencies Disclosure [Abstract]

Commitments and Contingencies

10. Commitments and Contingencies

Operating Leases

The Company has entered into various noncancelable operating lease agreements, primarily for office space, laboratory space, and vehicles, which expire over the next two to four years. Minimum rent payments under operating leases are recognized on a straight-line basis over the term of the lease. Rent expense for operating leases was $1.9 million and $2.1 million, for the three months ended March 31, 2021 and 2020, respectively.

As of March 31, 2021, net minimum payments under the non-cancelable operating leases were as follows (in thousands):

Year ending December 31,	Minimum Operating Lease Payments
Remainder of 2021	$	4,610
2022		2,855
2023		1,000
2024		38
2025 and thereafter		—
Total future minimum lease payments	$	8,503

Capital Leases

The Company has entered into various capital lease agreements, primarily for equipment. The outstanding leases have a weighted average imputed interest rate of 5.98% per annum. As of March 31, 2021, the future minimum payments under the capital leases were as follows (in thousands):

Year ending December 31,	Minimum Capital Lease Payments
Remainder of 2021	$	201
2022		47
2023 and thereafter		—
Total future minimum lease payments		248
Less amounts representing interest		(8	)
Present value of minimum capital lease payments		240
Less current portion of capital lease obligations		(225	)
Capital lease obligations, net of current portion	$	15

Contingencies

The Company, in the ordinary course of its business, can be involved in lawsuits, threats of litigation, and audit and investigative demands from third parties. While management is unable to predict the exact outcome of such matters, it is management’s current belief, that any potential liabilities resulting from these contingencies, individually or in the aggregate, could have a material impact on the Company’s financial position and results of operations.

Federal Investigations

The regulations governing government reimbursement programs (e.g., Medicaid, Tricare, and Medicare) and commercial payor reimbursement programs are complex and may be subject to interpretation. As a provider of services to patients covered under government and commercial payor programs, post payment review audits, and other forms of reviews and investigations are routine. The Company believes it complies in all material respects with the statutes, regulations, and other requirements applicable to its laboratory operations.

In April 2018, the Company received a civil investigative demand from an Assistant U.S. Attorney (“AUSA”) for the Southern District of New York (“SDNY”) and a Health Insurance Portability and Accountability Act subpoena issued by an AUSA for the Southern District of California (“SDCA”). In May 2018, the Company received a subpoena from the State of New York Medicaid Fraud Control Unit.

On July 21, 2020, July 23, 2020, and October 1, 2020, the Company entered into agreements with certain governmental agencies and the 45 states participating in the settlement (“State AGs”) to resolve, with respect to such agencies and State AGs, all of such agencies’ and State AGs’ outstanding civil, and, where applicable, federal criminal investigations described above. Specifically, the Company has entered into:

•

a civil settlement agreement, effective July 23, 2020, with the DOJ through the AUSA for SDNY, and on behalf of the Office of Inspector General of the Department of Health and Human Services (the “OIG”), and with the relator named therein (the “SDNY Civil Settlement Agreement”);

•

a civil settlement agreement, effective July 23, 2020, with the DOJ through the AUSA for SDCA, and on behalf of the Defense Health Agency, the Tricare Program and the Office of Personnel Management, which administers the Federal Employees Health Benefits Program (the “SDCA Civil Settlement Agreement”);

•

a non-prosecution agreement, effective July 21, 2020, with the AUSA for SDCA (the “Non-Prosecution Agreement”) in resolution of all criminal allegations;

•

a corporate integrity agreement, effective July 21, 2020, with the OIG (the “Corporate Integrity Agreement”); and

•

civil settlement agreements, effective October 1, 2020, with the State AGs (“the State Settlement Agreements”).

The Company refers to the SDNY Civil Settlement Agreement, the SDCA Civil Settlement Agreement, the Non-Prosecution Agreement, the Corporate Integrity Agreement and the State Settlement Agreements collectively as the Agreements.

SDNY Civil Settlement Agreement

Pursuant to the SDNY Civil Settlement Agreement, the Company is required to pay a settlement amount of approximately $19.4 million, which includes approximately $9.7 million designated as restitution to the U.S. federal government. During the three months ended March 31, 2021, the Company did not make any settlement payments. During the year ended December 31, 2020, the Company paid approximately $14.7 million. The outstanding settlement amount is payable in two remaining annual installments as follows:

•

approximately $2.0 million on or before December 31, 2021; and

•

approximately $2.8 million on or before December 31, 2022.

The remaining amounts payable to the government will be subject to interest at a rate of 1.25% per annum, and any or all amounts may be paid earlier the option of the Company.

Furthermore, the Company has agreed that, if during calendar years 2020 through 2023, and so long as amounts payable to the government remain unpaid, the Company receives any civil settlement, damages awards, or tax refunds, to the extent that the amounts exceed $5.0 million in a calendar year, it will pay 26% of the amount received in such civil settlement, damages award, or tax refunds as an accelerated payment of the scheduled amounts set forth above, up to a maximum total acceleration of $4.1 million. During the year ended December 31, 2020, the Company received a tax refund of approximately $37.7 million related to the NOL carryback provisions available under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) and made accelerated payments of approximately $4.1 million under the SDNY Civil Settlement Agreement. The Company did not receive any tax refunds during the three months ended March 31, 2021.

Additionally, under the SDNY Civil Settlement Agreement, the U.S. federal government and the relator agreed to dismiss all civil claims asserted by the relator under the qui tam provisions of the federal False Claims Act.

SDCA Civil Settlement Agreement

The SDCA Civil Settlement Agreement requires the Company to pay a settlement amount of approximately $16.4 million, which includes approximately $10.0 million designated as restitution to the U.S. federal government. During the three months ended March 31, 2021, the Company did not make any settlement payments. During the year ended December 31, 2020, the Company paid approximately $12.5 million. The outstanding settlement amount is payable in two remaining annual installments as follows:

•

approximately $1.7 million on or before December 31, 2021; and

•

approximately $2.2 million on or before December 31, 2022.

The remaining amounts payable to the government will be subject to interest at a rate of 1.25% per annum, and any or all amounts may be paid earlier at the option of the Company. On July 21, 2020, the Company issued a promissory note to the U.S. federal government for the full settlement amount in connection with the SDCA Civil Settlement Agreement (the “Promissory Note”). The Promissory Note contains customary events of default and related acceleration of payment provisions. In addition, the Promissory Note provides, among other terms, that, if during calendar years 2020 through 2023, and so long as amounts payable to the government remain unpaid, the Company receives any civil settlement, damages awards, or tax refunds, to the extent that the amounts exceed $5.0 million in a calendar year, the Company will pay 22% of the amount received in such civil settlement, damages award, or tax refunds as an accelerated payment of the scheduled amounts set forth above, up to a maximum total acceleration of approximately $3.4 million. During the year ended December 31, 2020, the Company received a tax refund of $37.7 million and made accelerated payments of $3.4 million under the SDCA Civil Settlement Agreement. The Company did not receive any tax refunds during the three months ended March 31, 2021.

Non-Prosecution Agreement

Effective July 21, 2020, the Company entered into the Non-Prosecution Agreement, pursuant to which the Company agreed with the DOJ to (i) pay the restitution provided for under the SDCA Civil Settlement Agreement, (ii) not commit any felonies, (iii) continue to implement a compliance and ethics program designed to prevent and detect violations of applicable fraud and kickback laws throughout its operations and (iv) fulfill certain other disclosure, reporting and cooperation obligations. The DOJ agreed that it will not prosecute the Company for any conduct described in the Non-Prosecution Agreement provided that the Company performs its obligations under the Non-Prosecution Agreement during the period from July 21, 2020 through July 21, 2021. The Non-Prosecution Agreement provides that the DOJ may unilaterally, upon notice to the Company, extend the term of the agreement in 6-month increments, for a maximum total term of 24 months (that is, two 6-month extensions).

Corporate Integrity Agreement

In connection with the resolution of the investigated matters, and in exchange for the OIG’s agreement not to exercise its authority to permissively exclude the Company from participating in federal healthcare programs, effective July 21, 2020, the Company entered into a five-year Corporate Integrity Agreement with the OIG. The Corporate Integrity Agreement requires, among other matters, that the Company maintain a Compliance Officer, a Compliance Committee, board review and oversight of certain federal healthcare compliance matters, compliance programs, and disclosure programs; provide management certifications and compliance training and education; engage an independent review organization to conduct claims and arrangements reviews; and implement a risk assessment and internal review process. The Company’s failure to comply with its obligations under the Corporate Integrity Agreement could result in monetary penalties and/or the Company being excluded from participating in federal healthcare programs.

State Settlement Agreements

Effective October 1, 2020, the Company entered into agreements with the State AGs with respect to the investigated matters. The State Settlement Agreements require the Company to pay a settlement amount of approximately $13.2 million to the participating states. The State Settlement Agreements include acceleration provisions similar to the SDNY Civil Settlement Agreement and the SDCA Civil Settlement Agreements described above upon the Company’s receipt of civil settlements, damages awards, and tax refunds, with the amount to be accelerated and the timing of accelerated payment subject to such receipts. Because the Company received the June 2020 and September 2020 tax benefits totaling approximately $37.7 million, the initial payment to the participating states included added payments reflecting 17% of that amount, for a total initial payment on October 2, 2020 of approximately $8.7 million. During the year ended December 31, 2020, paid approximately $9.7 million. The Company did not receive any tax refunds during the three months ended March 31, 2021.The outstanding settlement amount is payable in three remaining installments as follows:

•

approximately $1.4 million on or before December 31, 2021;

•

approximately $1.9 million on or before December 31, 2022; and

•

approximately $0.2 million on or before December 31, 2023.

Settlement Accruals

As of December 31, 2020, the Company had accrued an aggregate of $12.1 million associated with a potential settlement with the DOJ and the participating State AGs within accrued expenses and other current liabilities and as a reduction of revenue as reflected on the consolidated balance sheet of the Company as of December 31, 2020 and consolidated statement of operations for the year ended December 31, 2020. In the quarter ended March 31, 2020, the Company had accrued $13.2 million with respect to the total amount to be paid under the agreement in principle to the DOJ and the participating State AGs, and additional amounts for related costs as of and for the quarterly period ended March 31, 2020. As of March 31, 2021, the Company’s accrual consists of $5.0 million in accrued expenses and other current liabilities and $7.1 million in other long-term liabilities.

Payor Settlement Agreements

On June 25, 2018, the Company received a letter from Aetna’s external legal counsel that included various allegations relating to the Company’s past practices. In November 2019, the Company and Aetna entered into a settlement agreement for $15.0 million, to be paid in installment payments through December 2020. As of December 31, 2020, the Company’s accrual consisted of 2.5 million and was included in accrued expenses and other current liabilities. As of March 31, 2021 the Aetna settlement obligation was fully settled.

On October 18, 2018, the Company received a letter from UnitedHealth Group that included various allegations relating to the Company’s past practices. On September 30, 2019, the Company entered into a settlement agreement with United HealthCare Services, Inc. and UnitedHealthcare Insurance Company (“United”) in which the Company agreed to pay an aggregate amount of $30.0 million. The settlement is to be paid with an upfront payment of $2.0 million, and the remaining balance to be paid every six months starting December 31, 2019, with the first two installment payments of $5.0 million each, and $6.0 million each thereafter. As of March 31, 2021, and December 31, 2020, the remaining settlement accrual related to United is $12.0 million for both periods and is included in accrued expenses and other current liabilities.

Payor Recoveries

As noted above, the regulations governing government reimbursement programs (e.g., Medicaid, Tricare, and Medicare) and commercial payor reimbursement programs are complex and may be subject to interpretation. As a provider of services to patients covered under government reimbursement and commercial payor programs, the Company is routinely subject to post-payment review audits and other forms of reviews and investigations. If a third-party payor successfully challenges that a payment to the Company for prior testing was in breach of contract or otherwise contrary to policy or law, they may recoup such payment. The Company may also decide to negotiate and settle with a third-party payor in order to resolve an allegation of overpayment. In the ordinary course of business, the Company addresses and evaluates a number of such claims from payors. In the past, the Company has negotiated and settled these types of claims with third-party payors. The Company may be required to resolve further disputes in the future. While management is unable to predict the exact outcome of any such claims, it is management’s current belief that any potential liabilities resulting from these contingencies, individually or in the aggregate, could have a material impact on the Company’s financial position and results of operations.

In connection with the third-party review of the Company’s coding and billing processes described in Note 4, which identified that the Company had not effectively transitioned to the implementation of the new CPT code for reimbursement for the Company’s Preparent expanded carrier screening tests during 2019 and early 2020, the Company reviewed its reimbursement from commercial payors for these tests over the same time period. The Company may need to engage with payors in order to determine if any amounts could be subject to recovery or recoupment, as it is customarily done with commercial payors. Any amounts subject to recovery or recoupment will depend on the interpretation of widely variable payor medical and billing policies. The Company will not know if any overpayments exist until it completes this engagement with individual commercial payors. If negotiations with payors result in claims or conclusions that overpayments have been made, this could have a material impact on the Company’s financial results and position. The Company is unable to predict the outcome of this matter and is unable to make a meaningful estimate of the amount or range of loss, if any, that could result from any unfavorable outcome related to this matter.

Payor Dispute

On November 16, 2020, the Company received a letter from Anthem, Inc. (“Anthem”) informing the Company that Anthem is seeking recoupment for historical payments made by Anthem in an aggregate amount of approximately $27.4 million. The historical payments for which Anthem is seeking recoupment are claimed to relate primarily to discontinued legacy billing practices for the Company’s NIPT and microdeletion tests and secondarily to the implementation of the new CPT code for reimbursement for the Company’s Preparent expanded carrier screening tests.

As noted above, the Company has historically negotiated and settled similar claims with third-party payors. Although the Company’s practice in resolving disputes with other similar large commercial payors has generally led to agreed settlement amounts substantially less than the originally claimed amount, there can be no assurance that the Company will be successful in a similar settlement amount in any ongoing or future dispute. In management’s experience with negotiations with similarly situated commercial payors, a settlement may take six to twelve months to negotiate, and the time period over which a negotiated settlement payment may be paid could extend from one to two years, or longer. Historical settlement amounts and payment time periods may not be indicative of the final settlement terms with Anthem, if any. Management intends to negotiate and/or dispute this claim of recoupment with Anthem and seek to offset any amounts owed by Anthem to the Company. Anthem has indicated a willingness to engage in contract negotiations for in-network status separately and in parallel to discussions regarding its recoupment claim. The resolution of this dispute may or may not include the Company moving in network with Anthem. As a potential means of making recoupment payments, if any, the Company may negotiate to apply temporarily lowered contracted rates for a specific period. Such provider-payor disputes are not uncommon and the Company expects to approach this dispute with an aim to resolve in a mutually satisfactory manner. The Company has recorded an accrual for the estimated probable loss for this matter as of December 31, 2020 and March 31, 2021.

Natera Lawsuit

On June 17, 2020, Natera, Inc. (“Natera”) filed suit in the Western District of Texas (W.D. Texas Civil Action No. 6:20-cv-532) asserting the Company’s infringement of six Natera patents based on a portion of the Company’s NIPT product offering. On June 19, 2020, Natera filed a substantially similar second suit in the Northern District of Texas (N.D. Texas Civil Action No. 3:20-cv-1634). On July 31, 2020, the Company filed a motion to dismiss the Western District of Texas case based on improper venue. The motion is fully briefed and remains pending before the Court. The Northern District of Texas case has been stayed until a decision with respect to the motion to dismiss is made.

On July 2, 2020, the Company filed a Complaint for Declaratory Judgment of Non-Infringement against Natera in the Southern District of California (S.D. California Civil Action No. 3:20-cv-1252). This case has been stayed pending the outcome of the Company’s venue motion in the Western District of Texas.

Management believes that the claims in Natera’s complaints are without merit and the Company is vigorously defending against them.

Ravgen Lawsuit

On December 22, 2020, Ravgen, Inc. (“Ravgen”) filed suit in the District of Delaware (D. Del. Civil Action No. 1:20-cv-1734)
asserting the Company’s infringement of two Ravgen patents. The Company responded to the complaint on March 23, 2021.

Management believes the claims in Ravgen’s complaint are without merit, and the Company is vigorously defending against them.

IPO Litigation

On June 23, 2020, the Company closed its initial public offering of common stock (the “IPO”). Lawsuits were filed on August 28, 2020 and September 11, 2020 against the Company, certain of its executive officers and directors, and the underwriters of the IPO. On December 3, 2020, the U.S. District Court for the Southern District of California consolidated the two actions, appointed Lin Shen, Lingjun Lin and Fusheng Lin to serve as Lead Plaintiffs, and approved Glancy Prongay & Murray LLP to be Lead Plaintiffs’ Counsel. Lead Plaintiffs filed their amended complaint on February 4, 2021. It alleges that the Company’s registration statement and related prospectus for the IPO contained false and misleading statements and omissions in violation of the Securities Act of 1933 by failing to disclose that the Company (i) had overbilled government payors by $10.3 million and thus overstated its revenues for the full fiscal year 2019 and first quarter of 2020, and (ii) was allegedly suffering from material negative trends with respect to testing volumes, average selling prices for its tests, and revenues. Lead Plaintiffs seek certification as a class, unspecified compensatory damages, interest, costs and expenses including attorneys’ fees, and unspecified extraordinary, equitable, and/or injunctive relief. Together with the underwriters of the IPO, the Company moved to dismiss the amended complaint on April 5, 2021. Lead Plaintiffs’ opposition to the motion is due by June 4, 2021. The Company intends to continue to vigorously defend against these claims. Subject to a reservation of rights, the Company is advancing expenses subject to indemnification to the underwriters of the IPO.

Given the uncertainty of litigation, the preliminary stages of the Natera, Ravgen, and IPO litigations, and the legal standards that must be met for, among other things, success on the merits, the Company is unable to predict the ultimate outcome of these actions, and therefore cannot estimate the reasonably possible loss or range of loss, if any, that may result from these actions.

Stockholders' Equity

3 Months Ended

Mar. 31, 2021

Stockholders Equity Note [Abstract]

Stockholders' Equity

11. Stockholders’ Equity

Common Stock

Pursuant to the Company’s eighth amended and restated certificate of incorporation, which went into effect immediately prior to the completion of the IPO, the Company is authorized to issue 350 million shares of common stock and 10 million shares of undesignated preferred stock. Each holder of common stock is entitled to one vote per share of common stock held.

On June 18, 2020, the Company completed its IPO. In the IPO, the Company issued and sold 6,666,667 shares of its common stock, at a price to the public of $15.00 per share. The Company received approximately $88.7 million in net proceeds, after deducting $7.0 million in underwriting discounts and commissions and $4.3 million in other offering expenses payable by the Company. Other offering costs consisted primarily of legal and accounting fees, which were direct and incremental fees related to the IPO.

In December 2020, the Company issued and sold 8,792,047 shares of its common stock in an underwritten public offering, at a price of $3.27 per share. The Company received approximately $26.9 million in net proceeds, after deducting underwriting discounts and commissions and other offering expenses payable by the Company.

In February 2021, the Company entered into a Securities Purchase Agreement for a private placement with certain institutional and accredited investors (the “Purchasers”). Pursuant to the Securities Purchase Agreement, the Purchasers purchased an aggregate of 4,370,629 units (the “Units”), representing (i) 4,370,629 shares of the Company’s common stock and (ii) warrants to purchase up to 4,370,629 shares of common stock. The purchase price for each Unit was $5.72, for an aggregate purchase price of approximately $25.0 million. The warrants are exercisable for cash at an exercise price of $6.86 per share, subject to adjustments as provided under the terms of the warrants. The warrants are exercisable at any time for cash and expire on the fifth anniversary of the date of issuance. If exercised for cash, the warrants would result in additional gross proceeds to the Company of approximately $30.0 million.

Pursuant to ASC 815-40, Derivatives and Hedging – Contracts in Entity’s Own Equity, the Company deemed the warrants to be liability classified and allocated the proceeds from issuance between the warrants and common stock using the with-and-without method. $12.8 million of the proceeds equal to the fair value of the warrants determine using the Black-Scholes Model was allocated to the warrant liability, and the remaining proceeds of $12.2 million was allocated to the common stock. The Company incurred a total of $1.4 million issuance cost which was allocated between the warrants and common stock on a relative fair value basis, with $0.5 million and $0.9 million, respectively. The warrant liability was remeasured at $10.2 million as of March 31, 2021. The Company recognized a gain on warrant liability in the amount of $2.6 million associated with this transaction during the quarter ended March 31, 2021. On April 1, 2021, the registration statement to register the shares of common stock underlying the warrants was declared effective by the SEC. As a result, the warrants met the conditions to be classified in equity and the related warrant liability was reclassified from liability to equity on April 1, 2021.

Treasury Stock

In June 2014, the Company authorized an Equity Repurchase Program for Key Employees (the “Repurchase Program”). The Repurchase Program allowed the Company to repurchase for cash a portion of the common stock equity interests of certain employees, provided that (i) no more than 25% of the equity interest of any employee was repurchased under the Repurchase Program, (ii) the purchase price paid for each share of common stock equaled the most recent appraisal valuation of the Company’s common stock, and (iii) the aggregate repurchases did not exceed the lesser of (a) equity interest representing, in the aggregate, 0.8 million shares of common stock, (b) a purchase price, in the aggregate, of more than $6.0 million, and (c) the maximum repurchases permitted under the General Corporation Law of the State of Delaware. In addition, it was the Company’s practice to require individuals exercising stock options to hold the shares received upon exercising for a reasonable period of time in order for the holder to be exposed to the economic risks and rewards of share ownership prior to participating in the Repurchase Program. A reasonable period of time was defined as a period of at least six months and that covered at least two common stock appraisal valuations. The Repurchase Program has been discontinued.

Convertible Preferred Stock

On August 27, 2019, the Company issued 9,090,910 shares of Series B Preferred Stock at an issuance price of $2.75 per share for an aggregate consideration of $25.0 million (the “August 2019 Financing”) pursuant to a Series B Preferred Stock Purchase Agreement with a private equity firm. In addition, the Company amended the Series B Preferred Stock Purchase Warrant dated October 27, 2017 to increase the Series B Preferred Stock underlying the Series B Preferred Stock Purchase Warrant from 1,416,431 shares to 1,818,182 shares and adjust the exercise price to $2.75 per share. The $25.0 million of proceeds from the August 2019 Financing were allocated among the newly issued Series B Preferred Stock shares and additional shares of Series B Preferred Stock Purchase Warrant based on their relative fair values.

In connection with the August 2019 Financing, the Board of Directors and stockholders approved a 1.28-for-1 stock split for the Company’s Series B Preferred Stock and Series B Preferred Stock Purchase Warrant issued and outstanding prior to the August 2019 Financing, which was effected on August 27, 2019 pursuant to an amendment to the amended and restated certificate of incorporation. The conversion price of the Series B Preferred Stock and exercise price of the outstanding Series B Preferred Stock Purchase Warrant was lowered from $3.53 to $2.75 per share. As a result, the Company issued 4,017,512 additional shares of Series B Preferred Stock as a stock dividend to the preferred stockholders, which was recorded as a $13.1 million increase to accumulated deficit in the consolidated statements of stockholders’ deficit during the year ended December 31, 2019.

On August 27, 2019, the Company entered into an Exchange Agreement with holders of Series A-1 Preferred Stock (the “Exchange Agreement”) pursuant to which the outstanding 1,500,000 shares of Series A-1 Preferred Stock were exchanged for 35,664,240 shares of Series B Preferred Stock. The exchange ratio was 1.2 to 1 on as-if converted to 4,810,651 shares of common stock that the Series A-1 Preferred Stock can be converted to, based on the conversion rate of 3.2 to 1. The Company determined that such exchange constituted a modification to the Series A-1 Preferred Stock. Accordingly, the increase comparing the fair value of the Series B Preferred Stock with the fair value of the Series A-1 Preferred Stock represented a dividend to the preferred stockholders of approximately $27.6 million, which was recorded as an increase to accumulated deficit in the consolidated statements of stockholders’ deficit during the year ended December 31, 2019.

On November 12, 2019, the Company entered into a Series B Preferred Stock Purchase Agreement (the “November Series B Preferred Stock Purchase Agreement”) with a private equity firm and received $25.0 million (the “November 2019 Financing”) in exchange for the issuance of 11,111,111 shares of Series B Preferred Stock at $2.25 per share. In connection with the November 2019 Financing, the Board of Directors and stockholders approved a 1.22-for-1 stock split for the Company’s Series B Preferred Stock and Series B Preferred Stock Purchase Warrant issued and outstanding prior to the November 2019 Financing. The conversion price of the Series B Preferred Stock and exercise price of the outstanding Series B Preferred Stock Purchase Warrant was lowered from $2.75 to $2.25 per share. As a result, the Company issued 13,985,993 additional shares of Series B Preferred Stock and adjusted the Series B Preferred Stock Purchase Warrant to purchase up to 2,222,222 shares of Series B Preferred Stock. The issuance of additional shares represented a stock dividend to the preferred stockholders, which was recorded as a $36.4 million increase to accumulated deficit in the consolidated statements of stockholders’ deficit during the year ended December 31, 2019. In connection with the November 2019 Financing, the Company amended the certificate of incorporation. Following the amendment, there are no authorized or outstanding shares of Series A-1 Preferred Stock.

On November 22, 2019, the Company completed an additional equity financing pursuant to the November Series B Preferred Stock Purchase Agreement with certain existing, accredited investors for an aggregate of $6.1 million in exchange for the issuance of an aggregate of 2,722,222 shares of Series B Preferred Stock at $2.25 per share.

On December 19, 2019, the Company completed an additional equity financing pursuant to the November Series B Preferred Stock Purchase Agreement with the same private equity firm as the November 2019 Financing for $25.0 million in exchange for the issuance of 11,111,111 shares of Series B Preferred Stock at $2.25 per share.

In February 2020, the Company issued and sold an aggregate of 5,066,666 shares of Series B Preferred Stock at a purchase price of $2.25 per share to existing investors in exchange for aggregate consideration of approximately $11.4 million.

On March 31, 2020, in connection with the Credit Agreement Amendment, which provided for the payment of interest due and payable as of March 31, 2020 and June 30, 2020 (only in the event the IPO had not been consummated by such date) in shares of Series B Preferred Stock, the Company issued an aggregate of 967,130 shares of Series B Preferred Stock at a subscription price of $2.25 per share to existing investors as payment for interest due and payable as of March 31, 2020 and all applicable fees.

On April 3, 2020, the Company issued and sold an aggregate of 4,444,444 shares of its Series B Preferred Stock at a purchase price of $2.25 per share to existing investors in exchange for aggregate consideration of approximately $10.0 million in cash.

The fair value of the preferred stock was estimated using a hybrid between a probability-weighted expected return method (“PWERM”) and option pricing model (“OPM”), estimating the probability weighted value across multiple scenarios, while using an OPM to estimate the allocation of value within one or more of these scenarios. Under a PWERM, the value of the Company’s various classes of stock was estimated based upon an analysis of future values for the Company assuming various future outcomes, including two IPO scenarios and one scenario contemplating the continued operation of the Company as a privately held enterprise. Guideline public company multiples were used to value the Company under its various scenarios. Share value for each class of stock was based upon the probability-weighted present value of expected future share values, considering each of these possible future outcomes, as well as the rights of each share class.

The significant unobservable inputs into the valuation model used to estimate the fair value of the preferred stock include the timing of potential events (primarily the IPO) and their probability of occurring, the selection of guideline public company multiples, a discount for the lack of marketability of the common stock, and the discount rate used to calculate the present value of the estimated equity value allocated to each share class.

In connection with the IPO, on June 18, 2020, all outstanding Series A Preferred Stock and Series B Preferred Stock converted into 33,443,562 shares of common stock, including the issuance of 2,045,522 shares of common stock pursuant to an adjustment in the conversion rate of all of the shares of Series B Preferred Stock outstanding immediately prior to the IPO. Upon conversion of the convertible preferred stock, the Company reclassified their carrying value to common stock and additional paid-in capital.

Common Stock Reserved for Future Issuance

The Company reserved shares of common stock, on an as-if-converted basis, for future issuance as follows:

	March 31, 2021		December 31, 2020
Outstanding options to purchase common stock		5,572,641		4,268,945
Restricted stock units outstanding		1,374,479		1,468,765
Available for future issuance under equity incentive plan		5,970,439		2,938,616
Common stock issuable upon conversion of Convertible Notes		51,529,036		51,529,036
Common stock warrant		4,770,789		400,160
Total		69,217,384		60,605,522

Stock-Based Compensation

3 Months Ended

Mar. 31, 2021

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Stock-Based Compensation

12. Stock-Based Compensation

In February 2018, the Company adopted the 2018 Equity Incentive Plan (the “2018 Plan”). The 2018 Plan is the successor to and continuation of the Second Amended and Restated 2012 Stock Plan (the “2012 Plan”) and the 2015 Consultant Stock Plan (the “2015 Plan”) and is administered with either stock options or restricted stock units. The Board of Directors administers the plans. Upon adoption of the 2018 Plan, no new stock options or awards are issuable under the 2012 Plan, as amended, or the 2015 Plan. The 2018 Plan also provides for other types of equity to issue awards, which at this time the Company does not plan to utilize. The 2018 Plan was amended in March 2019 with 1.1 million shares available for future grant.

In December 2019, the Company adopted the Second Amended and Restated 2018 Equity Incentive Plan, which increased the number of shares available for future grant to 2.7 million shares. On March 4, 2020, the Board of Directors adopted the Third Amended and Restated 2018 Equity Incentive Plan (the “2018 Third Amended Plan”), which increased the number of shares available for future grant to a total of 7,615,733 shares and was approved by stockholders on March 5, 2020. As of March 31, 2021, the number of shares available for grant under the 2018 Third Amended Plan was 5,970,439. The 2018 Third Amended Plan provides for automatic annual increase in the number of shares of common stock reserved for issuance, which resulted in an additional 4,537,676 shares reserved for future issuance effective January 1, 2021.

Stock Options

The following table summarizes stock option activity under the 2012 Plan, the 2015 Plan, and the 2018 Third Amended Plan during the three months ended March 31, 2021(in thousands, except share and per share data):

	Stock Options Outstanding			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value
Balance at December 31, 2020		4,268,945		$	8.14
Options granted		1,563,980			4.75
Options exercised		(71,284	)		1.23
Options forfeited/cancelled		(30,434	)		8.10
Options expired		(158,566	)		10.64
Balance at March 31, 2021		5,572,641		$	7.21		8.38	$	1,641,876
Vested and expected to vest at March 31, 2021		5,572,641		$	7.21		8.38	$	1,641,876
Vested and exercisable at March 31, 2021		1,745,153		$	8.42		6.22	$	1,218,907

As of March 31, 2021, the number of shares available for grant under the 2018 Third Amended Plan was 5,970,439.

The Company uses the Black-Scholes option pricing model to estimate the fair value of each option grant on the date of grant or any other measurement date. The following table sets forth the assumptions used to determine the fair value of stock options granted during the three months ended March 31, 2021:

	Three Months Ended March 31, 2021
Risk-free interest rate	0.6% - 1.1%
Expected volatility	67.8% - 69.9%
Expected dividend yield		—
Expected life (years)	3.0 - 6.3 years

Restricted Stock Units

The following table summarizes restricted stock unit activity for the three months ended March 31, 2021:

	Number of Shares			Weighted- Average Grant Date Fair Value
Balance at December 31, 2020		1,468,765		$	8.73
Granted		97,219		4.93
Vested		(174,730	)		10.70
Forfeited/cancelled		(16,775	)	8.24
Balance at March 31, 2021		1,374,479		$	8.22

2020 Employee Stock Purchase Plan

In June 2020, the Company’s board of directors adopted the ESPP. At December 31, 2020, 510,000 shares of common stock were reserved for future issuance under the ESPP. The ESPP also provides for automatic annual increases in the number of shares of common stock reserved for issuance, which resulted in an additional 557,723 shares reserved for future issuance effective January 1, 2021 and 1,067,723 total shares of common stock reserved for future issuance at March 31, 2021. The Company commenced a series of offerings under the ESPP on December 1, 2020. The initial offering began December 1, 2020, ends on November 30, 2022 (unless terminated earlier, as described below) and consists of four purchase periods. The purchase periods end on the last trading day of May and November of each year. Eligible employees who enroll in the initial offering or any subsequent offering will be able to purchase shares of the Company’s common stock at a discount through payroll deductions, subject to certain limitations. The purchase price of the shares of common stock will be the lesser of (i) 85% of the fair market value of such shares on the offering date and (ii) 85% of the fair market value of such shares on the purchase date. Following the commencement of the initial offering, a new 24-month offering with four six-month purchase periods will automatically begin approximately every six months thereafter over the term of the ESPP. Offerings will be concurrent, but in the event the fair market value of a share of common stock on the first day of any purchase period during an offering (the “New Offering”) is less than or equal to the fair market value of a share of common stock on the offering date for an ongoing offering (the “Ongoing Offering”), then the Ongoing Offering terminates immediately following the purchase of shares on the purchase date immediately preceding the New Offering and the participants in the terminated Ongoing Offering are automatically enrolled in the New Offering. Notwithstanding the above, the Company’s board of directors (or an authorized committee thereof) may modify the terms of or suspend any future offerings prior to their commencement. The Company issues new shares for purchases of stock made pursuant to the ESPP.

Stock-Based Compensation Expense

The following table presents total stock-based compensation expense included in each functional line item in the accompanying condensed consolidated statements of operations (in thousands):

	Three Months Ended March 31,
	2021		2020
Cost of sales	$	142	$	228
Research and development		624		662
Selling and marketing		390		373
General and administrative		1,474		794
Total stock-based compensation expense	$	2,630	$	2,057

The weighted-average grant date fair value of options granted during the three months ended March 31, 2021 and 2020 was $2.95 per option and $6.29 per option, respectively. At March 31, 2021 and December 31, 2020, there was $15.6 million and $12.8 million, respectively, of compensation cost related to unvested stock options expected to be recognized over a remaining weighted average vesting period of 2.17 and 2.93 years, respectively.

Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2021

Accounting Policies [Abstract]

Basis of Presentation

Unaudited Interim Financial Information

Use of Estimates

Revenue Recognition

The Company applies the following practical expedients and exemptions:

•

Payor Concentration

	Percentage of Accounts Receivable
	March 31, 2021			December 31, 2020
Blue Shield of Texas		19.5	%		17.8	%
Government Health Benefits Programs		23.9	%		26.2	%
Aetna		5.2	%		4.0	%
United Healthcare		5.8	%		6.6	%

	Percentage of Revenue
	Three Months Ended
	March 31,
	2021			2020
Blue Shield of Texas		22.7	%		16.6	%
Government Health Benefits Programs		23.4	%		18.2	%
Aetna		7.7	%		7.6	%
United Healthcare		6.8	%		20.7	%

Accounts Receivable

Embedded Derivative Related to Convertible Notes

Stock-Based Compensation

Dividend Rate—The dividend yield assumption is zero, as the Company has no plans to make dividend payments.

Net Loss Per Share

Comprehensive Loss

The Company did not have any other comprehensive income or loss for any of the periods presented, and therefore comprehensive loss was the same as the Company’s net loss.

Recent Accounting Pronouncements Adopted

Recent Accounting Pronouncements Not Yet Adopted

Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2021

Accounting Policies [Abstract]

Schedule of Accounts Receivable Balances and Revenues as Percentage of Total Accounts Receivable Balances and Revenues

	Percentage of Accounts Receivable
	March 31, 2021			December 31, 2020
Blue Shield of Texas		19.5	%		17.8	%
Government Health Benefits Programs		23.9	%		26.2	%
Aetna		5.2	%		4.0	%
United Healthcare		5.8	%		6.6	%

	Percentage of Revenue
	Three Months Ended
	March 31,
	2021			2020
Blue Shield of Texas		22.7	%		16.6	%
Government Health Benefits Programs		23.4	%		18.2	%
Aetna		7.7	%		7.6	%
United Healthcare		6.8	%		20.7	%

Variable Interest Entities (Tables)

3 Months Ended

Mar. 31, 2021

Text Block [Abstract]

Schedule of Assets and Liabilities

	March 31, 2021		December 31, 2020
Assets of Avero that can only be used to settle obligations of Avero
Cash and cash equivalents	$	1,162	$	556
Accounts receivable, net		6,333		6,047
Inventory		3,310		3,382
Prepaid expenses and other current assets		127		1,254
Property and equipment, net		5,258		5,436
Other assets		30		30
Goodwill		6,219		6,219
Other intangible assets, net		3,611		3,843
Total assets of Avero that can only be used to settle obligations of Avero	$	26,050	$	26,767
Liabilities of Avero
Accounts payable	$	4,516	$	4,722
Accrued expenses and other accrued liabilities		3,300		3,472
Current portion of capital lease obligations		39		46
Current portion of mortgage payable		200		199
Capital lease obligations, net of current portion		—		4
Mortgage payable, net of current portion		1,469		1,520
Other long-term liabilities		367		428
Total liabilities of Avero	$	9,891	$	10,391

- Definition

Tabular disclosure of the significant judgments and assumptions made in determining whether a variable interest (as defined) held by the entity requires the variable interest entity (VIE) (as defined) to be consolidated and (or) disclose information about its involvement with the VIE, individually or in aggregate (as applicable); the nature of restrictions, if any, on the consolidated VIE's assets and on the settlement of its liabilities reported by an entity in its statement of financial position, including the carrying amounts of such assets and liabilities; the nature of, and changes in, the risks associated with involvement in the VIE; how involvement with the VIE affects the entity's financial position, financial performance, and cash flows; the lack of recourse if creditors (or beneficial interest holders) of the consolidated VIE have no recourse to the general credit of the primary beneficiary (if applicable); the terms of arrangements, giving consideration to both explicit arrangements and implicit variable interests, if any, that could require the entity to provide financial support to the VIE, including events or circumstances that could expose the entity to a loss; the methodology used by the entity for determining whether or not it is the primary beneficiary of the variable interest entity; the significant factors considered and judgments made in determining that the power to direct the activities of a VIE that most significantly impact the VIE's economic performance are shared (as defined); the carrying amounts and classification of assets and liabilities of the VIE included in the statement of financial position; the entity's maximum exposure to loss, if any, as a result of its involvement with the VIE, including how the maximum exposure is determined and significant sources of the entity's exposure to the VIE; a comparison of the carrying amounts of the assets and liabilities and the entity's maximum exposure to loss; information about any liquidity arrangements, guarantees, and (or) other commitments by third parties that may affect the fair value or risk of the entity's variable interest in the VIE; whether or not the entity has provided financial support or other support (explicitly or implicitly) to the VIE that it was not previously contractually required to provide or whether the entity intends to provide that support, including the type and amount of the support and the primary reasons for providing the support; and supplemental information the entity determines necessary to provide.

+ References + Details

Balance Sheet Components (Tables)

3 Months Ended

Mar. 31, 2021

Organization Consolidation And Presentation Of Financial Statements [Abstract]

Summary of Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following (in thousands):

	March 31, 2021		December 31, 2020
Prepaid expenses	$	9,629	$	9,116
Other current assets		683		245
Total	$	10,312	$	9,361

Summary of Property and Equipment, Net

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

	March 31, 2021			December 31, 2020
Computers and software	$	14,738		$	14,591
Building and leasehold improvements		9,462			9,458
Laboratory equipment		7,791			7,678
Furniture, fixtures, and office equipment		1,686			1,686
Construction in progress		3,021			2,784
Land		1,091			1,091
Total property and equipment		37,789			37,288
Less accumulated depreciation and amortization		(20,412	)		(19,446	)
Property and equipment, net	$	17,377		$	17,842

Summary of Capital Leases Included in Property and Equipment, Net

Capital leases included in property and equipment, net consisted of the following (in thousands):

	March 31, 2021			December 31, 2020
Capital leases	$	2,467		$	2,467
Less accumulated depreciation and amortization		(2,055	)		(1,954	)
Capital leases included in property and equipment, net	$	412		$	513

Summary of Intangible Assets, Net

Intangible assets, net consisted of the following (in thousands):

March 31, 2021	Cost		Accumulated amortization			Net
Payor relationships	$	7,230	$	(4,218	)	$	3,012
Trade names		1,410		(822	)		588
Noncompete agreements		384		(373	)		11
Intangible assets, net	$	9,024	$	(5,413	)	$	3,611

December 31, 2020	Cost		Accumulated amortization			Net
Payor relationships	$	7,230	$	(4,037	)	$	3,193
Trade names		1,410		(787	)		623
Noncompete agreements		384		(357	)		27
Intangible assets, net	$	9,024	$	(5,181	)	$	3,843

Summary of Future Amortization of Intangible Assets

The future amortization of intangible assets at March 31, 2021 was (in thousands):

Year ending December 31,
Remainder of 2021	$	659
2022		864
2023		864
2024		864
2025		360
Thereafter		—
Total future amortization of intangible assets	$	3,611

Summary of Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following (in thousands):

	March 31, 2021		December 31, 2020
Accrual for reimbursement claims and settlements, current	$	28,047	$	30,487
Commission and bonus		3,823		4,619
Vacation and payroll benefits		11,408		8,896
Accrued professional services		2,263		3,385
Accrued interest		3,947		855
Contract liabilities		211		378
Other		4,084		6,057
Total	$	53,783	$	54,677

Summary of Other Long-term Liabilities

Other long-term liabilities consisted of the following (in thousands):

	March 31, 2021		December 31, 2020
Accrual for reimbursement claims and settlements, net of current portion	$	7,053	$	7,053
Other		1,482		1,614
Total	$	8,535	$	8,667

Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2021

Fair Value Disclosures [Abstract]

Summary of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis

	Quoted Prices for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
March 31, 2021
Money market funds(1)	$	60,575	$	—	$	—
Embedded derivative liability		—		—		3,542
Warrant liability		—		—		10,154

December 31, 2020
Money market funds(1)	$	90,254	$	—	$	—
Embedded derivative liability		—		—		18,370
____________
(1) Included in cash and cash equivalents in the accompanying condensed consolidated balance sheets.

Stock-Based Compensation (Tables)

3 Months Ended

Mar. 31, 2021

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Summary of Stock Options Activity under Plans

Stock Options

	Stock Options Outstanding			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value
Balance at December 31, 2020		4,268,945		$	8.14
Options granted		1,563,980			4.75
Options exercised		(71,284	)		1.23
Options forfeited/cancelled		(30,434	)		8.10
Options expired		(158,566	)		10.64
Balance at March 31, 2021		5,572,641		$	7.21		8.38	$	1,641,876
Vested and expected to vest at March 31, 2021		5,572,641		$	7.21		8.38	$	1,641,876
Vested and exercisable at March 31, 2021		1,745,153		$	8.42		6.22	$	1,218,907

Summary of Assumptions used to Determine Fair Value of Stock Options Granted

The following table sets forth the assumptions used to determine the fair value of stock options granted during the three months ended March 31, 2021:

	Three Months Ended March 31, 2021
Risk-free interest rate	0.6% - 1.1%
Expected volatility	67.8% - 69.9%
Expected dividend yield		—
Expected life (years)	3.0 - 6.3 years

Summary of Restricted Stock Units Activity

The following table summarizes restricted stock unit activity for the three months ended March 31, 2021:

	Number of Shares			Weighted- Average Grant Date Fair Value
Balance at December 31, 2020		1,468,765		$	8.73
Granted		97,219		4.93
Vested		(174,730	)		10.70
Forfeited/cancelled		(16,775	)	8.24
Balance at March 31, 2021		1,374,479		$	8.22

Schedule of Stock-based Compensation Expense

The following table presents total stock-based compensation expense included in each functional line item in the accompanying condensed consolidated statements of operations (in thousands):

	Three Months Ended March 31,
	2021		2020
Cost of sales	$	142	$	228
Research and development		624		662
Selling and marketing		390		373
General and administrative		1,474		794
Total stock-based compensation expense	$	2,630	$	2,057

Organization and Description of Business - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Cash and cash equivalents	$ 65,276		$ 92,076
Accumulated deficit	573,538		541,274
Net loss	32,264	$ 17,152
Cash used in operating activities	48,564	$ 30,886
Mortgages
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Outstanding balance	3,000
7.25% Convertible Senior Notes due 2025
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Principal amount	$ 159,200		$ 168,500

- 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

Summary of Significant Accounting Policies - Additional Information (Details)	3 Months Ended
	Mar. 31, 2021 USD ($)
Summary Of Significant Accounting Policies [Line Items]
Vesting period of stock options	4 years
Expected dividend yield	0.00%
Other comprehensive income or loss	$ 0
Accounting Standards Update 2019-12
Summary Of Significant Accounting Policies [Line Items]
Change in accounting principle, accounting standards update, adopted [true false]	true
Change in accounting principle, accounting standards update, adoption date	Jan. 01, 2021
Change in accounting principle, accounting standards update, immaterial effect [true false]	true
Accounting Standards Update 2016-02
Summary Of Significant Accounting Policies [Line Items]
Change in accounting principle, accounting standards update, adopted [true false]	false
Accounting Standards Update 2016-13
Summary Of Significant Accounting Policies [Line Items]
Change in accounting principle, accounting standards update, adopted [true false]	false
Accounting Standards Update 2020-06
Summary Of Significant Accounting Policies [Line Items]
Change in accounting principle, accounting standards update, adopted [true false]	false
Maximum
Summary Of Significant Accounting Policies [Line Items]
Amortization period	1 year

Variable Interest Entities - Schedule of Assets and Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Assets
Cash and cash equivalents	$ 65,276	$ 92,076
Accounts receivable, net	13,206	12,682
Inventory	12,377	12,219
Prepaid expenses and other current assets	10,312	9,361
Property and equipment, net	17,377	17,842
Other assets	199	198
Goodwill	6,219	6,219
Other intangible assets, net	3,611	3,843
Total assets	128,577	154,440
Liabilities of Avero
Accounts payable	15,625	17,410
Current portion of mortgage payable	275	271
Capital lease obligations, net of current portion	15	46
Mortgage payable, net of current portion	2,726	2,795
Other long-term liabilities	8,535	8,667
Total liabilities	254,084	261,434
Avero
Assets
Cash and cash equivalents	1,162	556
Accounts receivable, net	6,333	6,047
Inventory	3,310	3,382
Prepaid expenses and other current assets	127	1,254
Property and equipment, net	5,258	5,436
Other assets	30	30
Goodwill	6,219	6,219
Other intangible assets, net	3,611	3,843
Total assets	26,050	26,767
Liabilities of Avero
Accounts payable	4,516	4,722
Accrued expenses and other accrued liabilities	3,300	3,472
Current portion of capital lease obligations	39	46
Current portion of mortgage payable	200	199
Capital lease obligations, net of current portion		4
Mortgage payable, net of current portion	1,469	1,520
Other long-term liabilities	367	428
Total liabilities	$ 9,891	$ 10,391

Fair Value Measurements - Additional Information (Details)	3 Months Ended
	Mar. 31, 2021 USD ($) $ / shares	Mar. 31, 2020 USD ($)	Dec. 31, 2020 USD ($)
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Transfer of assets from level 1 to level 2	$ 0	$ 0
Transfer of assets from level 2 to level 1	0	0
Transfer of liability into level 3	0	0
Transfer of liability out of level 3	0	$ 0
Carrying value of convertible notes, net of discount	159,204,000		$ 158,886,000
Fair value of convertible notes	$ 194,600,000		$ 250,200,000
Fair Value Assumptions, Expected Term \| Significant Unobservable Inputs (Level 3)
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Warrants liability, expected term	4 years 10 months 28 days
Fair Value Assumptions, Stock Price \| Significant Unobservable Inputs (Level 3)
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Warrants liability, stock price \| $ / shares	$ 4.76
Fair Value Assumptions, Risk Free Rate \| Significant Unobservable Inputs (Level 3)
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Warrants liability, measurement input	0.0092
Fair Value Assumptions, Volatility \| Significant Unobservable Inputs (Level 3)
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Warrants liability, measurement input	0.697

Convertible Notes - Additional Information (Details)	1 Months Ended	3 Months Ended
Convertible Notes - Additional Information (Details)	Dec. 31, 2020 USD ($)	Mar. 31, 2021 USD ($) Day $ / shares	Mar. 31, 2020 USD ($)
Debt Instrument [Line Items]
Interest expense		$ 3,520,000	$ 2,302,000
Derivative liabilities fair value	$ 18,400,000	3,500,000
Change in fair value of derivative liability		14,828,000
Unamortized debt discount	9,600,000	9,300,000
Amortization of debt discount		386,000
Interest and Other Income (Expense), Net
Debt Instrument [Line Items]
Change in fair value of derivative liability		14,900,000
Interest Expense
Debt Instrument [Line Items]
Amortization of debt discount		400,000
7.25% Convertible Senior Notes due 2025
Debt Instrument [Line Items]
Principal amount	$ 168,500,000	159,200,000
Debt instrument, annual interest rate	7.25%
Debt instrument, issuance date	Dec. 07, 2020
Debt instrument, frequency of periodic payment	semi-annually
Debt instrument due date	Dec. 01, 2025
Debt instrument, initial payment date	Jun. 01, 2021
Interest expense		$ 3,100,000
Debt instrument, convertible, initial conversion rate per $1,000 principal amount of convertible notes		278.0094
Debt instrument convertible initial conversion price \| $ / shares		$ 3.60
Debt instrument, redemption period, start date		Dec. 01, 2023
Debt instrument, convertible, threshold percentage of stock price trigger		130.00%
Debt instrument, convertible, threshold trading days \| Day		20
Debt instrument, convertible, threshold consecutive trading days \| Day		30
Events of default, description		The Convertible Notes have customary provision relating to the occurrence of “Events of Default” (as defined in the Indenture), which include the following: (i) certain payment defaults on the Convertible Notes (which, in the case of a default in the payment of interest on the Convertible Notes, will be subject to a 30-day cure period); (ii) the Company’s failure to send certain notices under the Indenture within specified periods of time; (iii) the Company’s failure to comply with certain covenants in the Indenture relating to the Company’s ability to consolidate with or merge with or into, or sell, lease or otherwise transfer, in one transaction or a series of transactions, all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, to another person; (iv) a default by the Company in its other obligations or agreements under the Indenture or the Convertible Notes if such default is not cured or waived within 60 days after notice is given in accordance with the Indenture; (v) certain defaults by the Company or any of its subsidiaries with respect to indebtedness for borrowed money of at least $7,500,000; (vi) the rendering of certain judgments against the Company or any of its subsidiaries for the payment of at least $7,500,000, where such judgments are not discharged or stayed within 60 days after the date on which the right to appeal has expired or on which all rights to appeal have been extinguished; and (vii) certain events of bankruptcy, insolvency and reorganization involving the Company or any of the Company’s significant subsidiaries
Debt instrument, effective interest rate		8.70%
7.25% Convertible Senior Notes due 2025 \| Minimum
Debt Instrument [Line Items]
Debt instrument, debt default, amount		$ 7,500,000

Related Party Transactions - Additional Information (Details) - USD ($)				1 Months Ended	2 Months Ended	3 Months Ended		12 Months Ended
	Dec. 07, 2020	May 08, 2020	Oct. 27, 2017	Jun. 30, 2020	Jun. 30, 2020	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020	Jun. 18, 2020	Apr. 03, 2020	Feb. 29, 2020
Related Party Transaction [Line Items]
Debt discount amortization						$ 386,000
Interest expense						3,520,000	$ 2,302,000
Derivative liability, fair value						3,500,000		$ 18,400,000
Change in fair value of derivative liability						14,828,000
Interest and Other Income (Expense), Net
Related Party Transaction [Line Items]
Change in fair value of derivative liability						14,900,000
Unsecured Convertible Promissory Note
Related Party Transaction [Line Items]
Debt instrument due date		May 08, 2022
Principal amount		$ 15,000,000
Debt discount amortization				$ 200,000
Debt instrument, annual interest rate		8.00%
Conversion price percentage on IPO price		80.00%
Percentage of premium on aggregate principal amount		50.00%
Derivative liability, fair value		$ 3,600,000				$ 3,800,000
Fair value of common shares issued				3,400,000
Unsecured Convertible Promissory Note \| Interest and Other Income (Expense), Net
Related Party Transaction [Line Items]
Change in fair value of derivative liability					$ 200,000
Loss on extinguishment of debt				$ 3,600,000
IPO
Related Party Transaction [Line Items]
Issuance of common stock		3,333,333
Shares issued, price per share		$ 15.00
IPO \| Unsecured Convertible Promissory Note
Related Party Transaction [Line Items]
Number of shares on debt conversion				1,250,000
Common Stock
Related Party Transaction [Line Items]
Issuance of common stock						4,370,629
Common Stock \| IPO
Related Party Transaction [Line Items]
Shares issued, price per share									$ 15.00
Series B Preferred Stock
Related Party Transaction [Line Items]
Preferred stock, shares issued										4,444,444	5,066,666
Shares issued, price per share											$ 2.25
Series B Preferred Stock \| Unsecured Convertible Promissory Note
Related Party Transaction [Line Items]
Debt instrument convertible initial conversion price		$ 13.90
Percentage of price per share		80.00%
Series B Preferred Stock Purchase Warrant \| Common Stock \| IPO
Related Party Transaction [Line Items]
Warrants exercisable									400,160
2017 Term Loan
Related Party Transaction [Line Items]
Principal amount								103,500,000
Loss on extinguishment of debt								7,600,000
Exchanged for principal amount of convertible notes	$ 78,500,000
Acquired additional principal amount								25,000,000
Accrued interest expense						$ 1,900,000		$ 500,000
2017 Term Loan \| Common Stock \| IPO
Related Party Transaction [Line Items]
Shares issued, price per share								$ 3,270,000
Common stock issued underwritten public offering price acquired								4,128,440
Gross proceeds from issuance of common stock underwritten public offering price								$ 13,200,000
Credit and Security Agreement and Series B Convertible Preferred Stock Purchase Agreement with Private Equity Firm
Related Party Transaction [Line Items]
Principal amount			$ 75,000,000
Debt discount amortization			$ 9,300,000
Credit and Security Agreement and Series B Convertible Preferred Stock Purchase Agreement with Private Equity Firm \| 2017 Term Loan
Related Party Transaction [Line Items]
Debt instrument, interest rate per annum			9.50%
Debt instrument due date			Oct. 27, 2022
Debt instrument, covenant description						The 2017 Term Loan contained customary covenants, including a requirement to maintain a minimum unrestricted cash balance at all times of at least $5.0 million, and was secured by all tangible and intangible property and assets of the Company, with the exception of its intellectual property.
Proceeds from term loan			$ 65,700,000
Debt discount amortization								2,100,000
Interest expense								$ 7,500,000
Credit and Security Agreement and Series B Convertible Preferred Stock Purchase Agreement with Private Equity Firm \| 2017 Term Loan \| Series B Preferred Stock
Related Party Transaction [Line Items]
Proceeds from term loan, preferred stock and preferred stock purchase warrant			124,200,000
Credit and Security Agreement and Series B Convertible Preferred Stock Purchase Agreement with Private Equity Firm \| 2017 Term Loan \| Minimum
Related Party Transaction [Line Items]
Unrestricted cash			$ 5,000,000
Subscription Agreement with Lender \| Series B Preferred Stock
Related Party Transaction [Line Items]
Preferred stock, shares issued							967,130
Shares issued, price per share							$ 2.25

Mortgages Payable - Schedule of Minimum Principal Payments (Details) - Mortgages $ in Thousands	Mar. 31, 2021 USD ($)
Debt Instrument [Line Items]
Remainder of 2021	$ 204
2022	281
2023	292
2024	1,338
2025	226
Thereafter	660
Total future minimum payments	3,001
Less current portion of mortgages payable	(275)
Mortgages payable, net of current portion	$ 2,726

Commitments and Contingencies - Additional Information (Details)								3 Months Ended		12 Months Ended	15 Months Ended
	Dec. 22, 2020 Case	Dec. 03, 2020 Case	Nov. 16, 2020 USD ($)	Jul. 23, 2020 USD ($)	Jul. 21, 2020 USD ($) State	Oct. 18, 2018 USD ($)	Jun. 25, 2018 USD ($)	Mar. 31, 2021 USD ($)	Mar. 31, 2020 USD ($)	Dec. 31, 2020 USD ($)	Mar. 31, 2020 USD ($)	Oct. 02, 2020 USD ($)	Oct. 01, 2020 USD ($)
Commitment And Contingencies [Line Items]
Rent expense for operating leases								$ 1,900,000	$ 2,100,000
Weighted average imputed interest rate								5.98%
Number of states participating in settlement \| State					45
Contractual obligation								$ 13,200,000				$ 8,700,000	$ 13,200,000
Contractual obligation in December 2021													1,400,000
Contractual obligation in December 2022													1,900,000
Income taxes percentage of payments related to civil settlement damages awards and tax refund, CARES Act									65.00%
Income tax discrete benefit related to net operating loss, CARES Act								0	$ 37,700,000
Contractual obligation tax benefits								37,700,000
Percentage of contractual obligation initial payments												17.00%
Contractual obligation in December 2020										$ 9,700,000
Contractual obligation in December 2023													$ 200,000
Accrual settlement amount									13,200,000	12,100,000	$ 13,200,000
Aggregate amount of historical payments			$ 27,400,000
Number of actions pending \| Case	2	2
Amount of reimbursement overpayment received from government payors											$ 10,300,000
Accrued Expenses And Other Current Liabilities
Commitment And Contingencies [Line Items]
Remaining accrual balance								5,000,000
Other Long Term Liabilities
Commitment And Contingencies [Line Items]
Remaining accrual balance								7,100,000
Aetna Settlement Agreement
Commitment And Contingencies [Line Items]
Litigation settlement agreement date							November 2019
Litigation settlement amount agreed to pay to other party							$ 15,000,000
Aetna Settlement Agreement \| Accrued Expenses And Other Current Liabilities
Commitment And Contingencies [Line Items]
Remaining accrual balance										2,500,000
United Health Group Settlement Agreement
Commitment And Contingencies [Line Items]
Litigation settlement agreement date						September 30, 2019
Litigation settlement amount agreed to pay to other party						$ 30,000,000
Litigation settlement upfront payment						2,000,000
Litigation settlement amount for first two installments						5,000,000
Litigation settlement amount for remaining installments						$ 6,000,000
United Health Group Settlement Agreement \| Accrued Expenses And Other Current Liabilities
Commitment And Contingencies [Line Items]
Remaining accrual balance								12,000,000		12,000,000
SDNY Civil Settlement Agreement
Commitment And Contingencies [Line Items]
Contractual obligation				$ 19,400,000
Settlement payments								0
Initial payment amount										14,700,000
Contractual obligation in December 2021				2,000,000
Contractual obligation in December 2022				$ 2,800,000
Interest rate				1.25%
Income taxes percentage of payments related to civil settlement damages awards and tax refund, CARES Act				26.00%
Maximum acceleration amount				$ 4,100,000
Income tax discrete benefit related to net operating loss, CARES Act								0		37,700,000
Accelerated payments								4,100,000
SDNY Civil Settlement Agreement \| U.S. Federal Government
Commitment And Contingencies [Line Items]
Contractual obligation				9,700,000
SDCA Civil Settlement Agreement
Commitment And Contingencies [Line Items]
Contractual obligation					$ 16,400,000
Settlement payments								0
Initial payment amount										12,500,000
Contractual obligation in December 2021					1,700,000
Contractual obligation in December 2022					$ 2,200,000
Interest rate					1.25%
Income taxes percentage of payments related to civil settlement damages awards and tax refund, CARES Act					22.00%
Maximum acceleration amount					$ 3,400,000
Income tax discrete benefit related to net operating loss, CARES Act								$ 0		37,700,000
Accelerated payments										$ 3,400,000
SDCA Civil Settlement Agreement \| U.S. Federal Government
Commitment And Contingencies [Line Items]
Contractual obligation					$ 10,000,000
Non-Prosecution Agreement
Commitment And Contingencies [Line Items]
Maximum extension of term of agreement					24 months
Minimum
Commitment And Contingencies [Line Items]
Noncancelable operating lease term								2 years
Income taxes civil settlement damages awards and tax refund amount in single year, CARES Act									$ 5,000,000
Negotiated settlement payment period			1 year
Minimum \| SDNY Civil Settlement Agreement
Commitment And Contingencies [Line Items]
Income taxes civil settlement damages awards and tax refund amount in single year, CARES Act				$ 5,000,000
Minimum \| SDCA Civil Settlement Agreement
Commitment And Contingencies [Line Items]
Income taxes civil settlement damages awards and tax refund amount in single year, CARES Act					$ 5,000,000
Maximum
Commitment And Contingencies [Line Items]
Noncancelable operating lease term								4 years
Negotiated settlement payment period			2 years

Stockholders' Equity - Additional Information (Details) $ / shares in Units, $ in Thousands								1 Months Ended					3 Months Ended		12 Months Ended
	Jun. 18, 2020 USD ($) $ / shares shares	May 08, 2020 $ / shares shares	Apr. 03, 2020 USD ($) $ / shares shares	Dec. 19, 2019 USD ($) $ / shares shares	Nov. 22, 2019 USD ($) $ / shares shares	Nov. 12, 2019 USD ($) $ / shares shares	Aug. 27, 2019 USD ($) $ / shares shares	Feb. 28, 2021 USD ($) $ / shares shares	Dec. 31, 2020 USD ($) $ / shares shares	Aug. 31, 2020 USD ($)	Feb. 29, 2020 USD ($) $ / shares shares	Jun. 30, 2014 USD ($) Appraisal shares	Mar. 31, 2021 USD ($) Vote $ / shares shares	Mar. 31, 2020 USD ($) $ / shares shares	Dec. 31, 2019 USD ($) shares	Oct. 27, 2017 shares
Class Of Stock [Line Items]
Common stock authorized to issue									350,000,000				350,000,000
Undesignated preferred stock													10,000,000
Number of vote per share of common stock held \| Vote													1
Proceeds from issuance of common stock, net \| $										$ 12,200			$ 11,631	$ 103
Issuance of stock, net \| $													11,262	14,072
Proceeds from issuance of common stock warrants \| $										12,800			12,804
Total issuance cost \| $										1,400
Warrant issuance cost \| $										500
Common stock issuance cost \| $										$ 900
Remeasurement of warrant liability \| $													10,200
Gain on warrant liability \| $													$ 2,650
Stock repurchased during period									3,515,028				3,563,609
Stock value repurchased during period \| $									$ 18,771				$ 18,772
Accumulated deficit \| $									$ 541,274				$ 573,538
Amount received in exchange for issuance of shares of preferred stock \| $														$ 11,374
Series B Preferred Stock
Class Of Stock [Line Items]
Share issued, price per share \| $ / shares			$ 2.25
Preferred stock, shares issued			4,444,444								5,066,666
Amount received in exchange for issuance of shares of preferred stock \| $			$ 10,000								$ 11,400
Shares issued, price per share \| $ / shares											$ 2.25
Series A-1 Preferred Stock
Class Of Stock [Line Items]
Undesignated preferred stock						0
Outstanding shares of preferred stock						0
Repurchase Program
Class Of Stock [Line Items]
Percentage of equity interest repurchased by certain employee												25.00%
Stock repurchased during period												800,000
Stock value repurchased during period \| $												$ 6,000
Repurchase Program \| Minimum
Class Of Stock [Line Items]
Reasonable period of time to hold the shares under the program												6 months
Number of common stock appraisal valuations covered \| Appraisal												2
August 2019 Financing
Class Of Stock [Line Items]
Preferred stock dividends, shares													4,017,512
Increase in accumulated deficit \| $															$ 13,100
August 2019 Financing \| Series B Preferred Stock Purchase Warrant
Class Of Stock [Line Items]
Share issued, price per share \| $ / shares							$ 2.75
Preferred stock, shares issued							9,090,910
Consideration paid \| $							$ 25,000
Amended underlying preferred stock purchase warrant							1,416,431									1,818,182
August 2019 Financing \| Series B Preferred Stock
Class Of Stock [Line Items]
Stock split													1.28
Stock split, description													1.28-for-1
August 2019 Financing \| Minimum
Class Of Stock [Line Items]
Convertible conversion and exercise price \| $ / shares													$ 2.75
August 2019 Financing \| Maximum
Class Of Stock [Line Items]
Convertible conversion and exercise price \| $ / shares													$ 3.53
Exchange Agreement
Class Of Stock [Line Items]
Exchange ratio of shares							3.20%
Accumulated deficit \| $															27,600
Exchange Agreement \| Series B Preferred Stock
Class Of Stock [Line Items]
Number of shares issued on conversion/exchange							35,664,240
Exchange Agreement \| Series A-1 Preferred Stock
Class Of Stock [Line Items]
Shares outstanding							1,500,000
Exchange ratio of shares							1.20%
November Series B Preferred Stock Purchase Agreement
Class Of Stock [Line Items]
Increase in accumulated deficit \| $															$ 36,400
November Series B Preferred Stock Purchase Agreement \| Series B Preferred Stock
Class Of Stock [Line Items]
Preferred stock, shares issued						11,111,111
Amount received in exchange for issuance of shares of preferred stock \| $						$ 25,000
Shares issued, price per share \| $ / shares						$ 2.25
Additional shares of preferred stock issued						13,985,993
November Series B Preferred Stock Purchase Agreement \| Series B Preferred Stock \| Series B Preferred Stock Purchase Warrant Issued and Outstanding
Class Of Stock [Line Items]
Adjusted preferred stock purchase warrant to purchase shares of preferred stock						2,222,222
Stock split						1.22
Stock split, description													1.22-for-1 stock split
Conversion price and exercise price of preferred stock and preferred stock purchase warrants \| $ / shares						$ 2.75
Reduction in conversion price and exercise price of preferred stock and preferred stock purchase warrants \| $ / shares						$ 2.25
Additional Equity Financing \| Series B Preferred Stock
Class Of Stock [Line Items]
Preferred stock, shares issued				11,111,111	2,722,222
Amount received in exchange for issuance of shares of preferred stock \| $				$ 25,000	$ 6,100
Shares issued, price per share \| $ / shares				$ 2.25	$ 2.25
Credit Agreement Amendment \| Series B Preferred Stock
Class Of Stock [Line Items]
Preferred stock, shares issued														967,130
Shares issued, price per share \| $ / shares														$ 2.25
Common Stock
Class Of Stock [Line Items]
Issuance of stock, net, shares													4,370,629
Issuance of stock, net \| $													$ 4
Shares outstanding									59,287,331				63,903,974	8,508,144	8,451,415
Number of shares issued on conversion/exchange	33,443,562
Number of shares issued to an adjustment in the conversion rate	2,045,522
Common Stock \| Exchange Agreement
Class Of Stock [Line Items]
Number of shares issued on conversion/exchange							4,810,651
IPO
Class Of Stock [Line Items]
Shares issued, price per share \| $ / shares		$ 15.00
Shares issued, price per share \| $ / shares		$ 15.00
Issuance of stock, net, shares		3,333,333
IPO \| Common Stock
Class Of Stock [Line Items]
Common stock issued and sold	6,666,667
Shares issued, price per share \| $ / shares	$ 15.00
Proceeds from issuance of common stock, net \| $	$ 88,700
Underwriting discounts and commissions \| $	7,000
Other offering expenses \| $	$ 4,300
Shares issued, price per share \| $ / shares	$ 15.00
IPO \| Common Stock \| Series B Preferred Stock Purchase Warrant
Class Of Stock [Line Items]
Adjusted preferred stock purchase warrant to purchase shares of preferred stock	400,160
Underwritten Public Offering \| Common Stock
Class Of Stock [Line Items]
Common stock issued and sold									8,792,047
Shares issued, price per share \| $ / shares									$ 3.27
Proceeds from issuance of common stock, net \| $									$ 26,900
Shares issued, price per share \| $ / shares									$ 3.27
Private Placement \| Securities Purchase Agreement
Class Of Stock [Line Items]
Issuance of stock, net, shares								4,370,629
Adjusted preferred stock purchase warrant to purchase shares of preferred stock								4,370,629
Share issued, price per share \| $ / shares								$ 5.72
Issuance of stock, net \| $								$ 25,000
Warrants exercise price per share \| $ / shares								$ 6.86
Proceeds from issuance of common stock warrants \| $								$ 30,000
Private Placement \| Common Stock \| Securities Purchase Agreement
Class Of Stock [Line Items]
Issuance of stock, net, shares								4,370,629

Stock-Based Compensation - Additional Information (Details) $ / shares in Units, $ in Millions	1 Months Ended	3 Months Ended		12 Months Ended
	Jun. 30, 2020 Period shares	Mar. 31, 2021 USD ($) $ / shares shares	Mar. 31, 2020 $ / shares	Dec. 31, 2020 USD ($) shares	Jan. 01, 2021 shares	Mar. 04, 2020 shares	Dec. 31, 2019 shares	Mar. 31, 2019 shares	Feb. 28, 2018 shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock shares reserved for future issuance		69,217,384		60,605,522
Weighted-average grant date fair value of options granted \| $ / shares		$ 2.95	$ 6.29
Unrecognized compensation cost related to unvested stock options expected to be recognized amount \| $		$ 15.6		$ 12.8
Unrecognized compensation cost related to unvested stock options expected to be recognized over remaining weighted average vesting period		2 years 2 months 1 day		2 years 11 months 4 days
Restricted Stock Units (RSUs)
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock shares reserved for future issuance		1,374,479		1,468,765
2018 Equity Incentive Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Shares available for future grant								1,100,000
Second Amended and Restated 2012 Stock Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock options issuable under the plan									0
2015 Consultant Stock Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock options issuable under the plan									0
Second Amended and Restated 2018 Equity Incentive Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Shares available for future grant							2,700,000
Third Amended and Restated 2018 Equity Incentive Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Shares available for future grant						7,615,733
2018 Third Amended Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Shares available for future grant		5,970,439
Common stock shares reserved for future issuance					4,537,676
2018 Third Amended Plan \| Restricted Stock Units (RSUs)
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Shares available for future grant		5,970,439
2020 Employee Stock Purchase Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock shares reserved for future issuance	510,000	1,067,723			557,723
Percentage of fair market value of shares on the offering date	85.00%
Percentage of fair market value of shares on the purchase date	85.00%
Maximum duration for purchase under employee stock purchase plan	24 months
Number of purchase periods \| Period	4
Duration of each purchase period	6 months

Stock-Based Compensation - Summary of Stock Options Activity under Plans (Details) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2021 USD ($) $ / shares shares
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]
Stock Options Outstanding Balance at December 31, 2020 \| shares	4,268,945
Stock Options Outstanding Options granted \| shares	1,563,980
Stock Options Outstanding Options exercised \| shares	(71,284)
Stock Options Outstanding Options forfeited/cancelled \| shares	(30,434)
Stock Options Outstanding Options expired \| shares	(158,566)
Stock Options Outstanding Balance at March 31, 2021 \| shares	5,572,641
Stock Options Outstanding Vested and expected to vest at March 31, 2021 \| shares	5,572,641
Stock Options Outstanding Vested and exercisable at March 31, 2021 \| shares	1,745,153
Weighted-Average Exercise Price Balance at December 31, 2020 \| $ / shares	$ 8.14
Weighted-Average Exercise Price Options granted \| $ / shares	4.75
Weighted-Average Exercise Price Options exercised \| $ / shares	1.23
Weighted-Average Exercise Price Options forfeited/cancelled \| $ / shares	8.10
Weighted-Average Exercise Price Options expired \| $ / shares	10.64
Weighted-Average Exercise Price Balance at March 31, 2021 \| $ / shares	7.21
Weighted-Average Exercise Price Vested and expected to vest at March 31, 2021 \| $ / shares	7.21
Weighted-Average Exercise Price Vested and exercisable at March 31, 2021 \| $ / shares	$ 8.42
Weighted-Average Remaining Contractual Term (in years) Balance at March 31, 2021	8 years 4 months 17 days
Weighted-Average Remaining Contractual Term (in years) Vested and expected to vest at March 31, 2021	8 years 4 months 17 days
Weighted-Average Remaining Contractual Term (in years) Vested and exercisable at March 31, 2021	6 years 2 months 19 days
Aggregate Intrinsic Value Balance at March 31, 2021 \| $	$ 1,641,876
Aggregate Intrinsic Value Vested and expected to vest at March 31, 2021 \| $	1,641,876
Aggregate Intrinsic Value Vested and exercisable at March 31, 2021 \| $	$ 1,218,907

Stock-Based Compensation - Summary of Restricted Stock Units Activity (Details) - Restricted Stock Units (RSUs)	3 Months Ended
	Mar. 31, 2021 $ / shares shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of Shares, Beginning Balance \| shares	1,468,765
Number of Shares, Granted \| shares	97,219
Number of Shares, Vested \| shares	(174,730)
Number of Shares, Forfeited/cancelled \| shares	(16,775)
Number of Shares, Ending Balance \| shares	1,374,479
Weighted Average Grant Date Fair Value beginning of period \| $ / shares	$ 8.73
Weighted Average Grant Date Fair Value, Granted \| $ / shares	4.93
Weighted Average Grant Date Fair Value, Vested \| $ / shares	10.70
Weighted Average Grant Date Fair Value, Forfeited/cancelled \| $ / shares	8.24
Weighted Average Grant Date Fair Value end of period \| $ / shares	$ 8.22

Condensed Consolidated Balance Sheets (Parenthetical) (Unaudited) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Unamortized discount	$ 9,300	$ 9,600
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	350,000,000	350,000,000
Common stock, shares issued	63,903,974	59,287,331
Common stock, shares outstanding	60,340,365	55,772,303
Treasury stock, at cost shares	3,563,609	3,515,028
Convertible Notes
Unamortized discount	$ 9,296	$ 9,614

Summary of Significant Accounting Policies - Schedule of Accounts Receivable Balances and Revenues as Percentage of Total Accounts Receivable Balances and Revenues (Details) - Customer Concentration Risk	3 Months Ended		12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020
Blue Shield of Texas \| Accounts Receivable
Concentration Risk [Line Items]
Percentage of accounts receivable	19.50%		17.80%
Blue Shield of Texas \| Revenue
Concentration Risk [Line Items]
Percentage of revenues	22.70%	16.60%
Government Health Benefits Programs \| Accounts Receivable
Concentration Risk [Line Items]
Percentage of accounts receivable	23.90%		26.20%
Government Health Benefits Programs \| Revenue
Concentration Risk [Line Items]
Percentage of revenues	23.40%	18.20%
Aetna \| Accounts Receivable
Concentration Risk [Line Items]
Percentage of accounts receivable	5.20%		4.00%
Aetna \| Revenue
Concentration Risk [Line Items]
Percentage of revenues	7.70%	7.60%
United Healthcare \| Accounts Receivable
Concentration Risk [Line Items]
Percentage of accounts receivable	5.80%		6.60%
United Healthcare \| Revenue
Concentration Risk [Line Items]
Percentage of revenues	6.80%	20.70%

Variable Interest Entities - Additional Information (Details) - USD ($)	1 Months Ended	3 Months Ended
	Jun. 30, 2015	Mar. 31, 2021	Dec. 31, 2020	Dec. 05, 2018
Variable Interest Entity [Line Items]
Liabilities		$ 254,084,000	$ 261,434,000
Avero
Variable Interest Entity [Line Items]
Term of agreement	10 years
Liabilities		9,891,000	10,391,000
Mortgage payable		1,700,000	1,700,000
Avero \| Recourse
Variable Interest Entity [Line Items]
Liabilities		0	$ 0
Avero \| Cigna Settlement Obligation
Variable Interest Entity [Line Items]
Litigation settlement amount agreed to pay to other party				$ 12,000,000
Litigation settlement upfront payment				6,000,000
Remaining settlement amount				$ 6,000,000
Financial support for obligation settlement		$ 800,000

Fair Value Measurements - Summary of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Fair Value on Recurring Basis - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Quoted Prices for Identical Assets (Level 1) \| Money Market Funds
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total assets at fair value	$ 60,575	$ 90,254
Significant Unobservable Inputs (Level 3) \| Embedded Derivative
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total liabilities at fair value	3,542	$ 18,370
Significant Unobservable Inputs (Level 3) \| Warrant
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total liabilities at fair value	$ 10,154

Mortgages Payable - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2021	Dec. 31, 2020	Jan. 31, 2014
Comerica Bank
Debt Instrument [Line Items]
Mortgages Payable			$ 1.8
Outstanding balance	$ 1.3	$ 1.3
Mortgage maturity year	2024
Comerica Bank \| London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Interest rate	2.94%
American Bank of Commerce
Debt Instrument [Line Items]
Outstanding balance	$ 1.7	$ 1.7
Interest rate	3.25%
Mortgage maturity year	2029

Revenues - Summary of Disaggregation of Revenues by Payor (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Disaggregation Of Revenue [Line Items]
Total revenues	$ 24,526	$ 16,828
Commercial Third-party Payors
Disaggregation Of Revenue [Line Items]
Total revenues	16,453	21,562
Government Health Benefit Programs
Disaggregation Of Revenue [Line Items]
Total revenues	5,726	(6,143)
Patient/Laboratory Distribution Partners
Disaggregation Of Revenue [Line Items]
Total revenues	$ 2,347	$ 1,409

Balance Sheet Components - Summary of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Organization Consolidation And Presentation Of Financial Statements [Abstract]
Prepaid expenses	$ 9,629	$ 9,116
Other current assets	683	245
Total	$ 10,312	$ 9,361

Balance Sheet Components - Summary of Property and Equipment, Net (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 37,789	$ 37,288
Less accumulated depreciation and amortization	(20,412)	(19,446)
Property and equipment, net	17,377	17,842
Computers and Software
Property, Plant and Equipment [Line Items]
Total property and equipment	14,738	14,591
Building and Leasehold Improvements
Property, Plant and Equipment [Line Items]
Total property and equipment	9,462	9,458
Laboratory Equipment
Property, Plant and Equipment [Line Items]
Total property and equipment	7,791	7,678
Furniture, Fixtures, and Office Equipment
Property, Plant and Equipment [Line Items]
Total property and equipment	1,686	1,686
Construction in Progress
Property, Plant and Equipment [Line Items]
Total property and equipment	3,021	2,784
Land
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 1,091	$ 1,091

Balance Sheet Components - Summary of Capital Leases Included in Property and Equipment, Net (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Organization Consolidation And Presentation Of Financial Statements [Abstract]
Capital leases	$ 2,467	$ 2,467
Less accumulated depreciation and amortization	(2,055)	(1,954)
Capital leases included in property and equipment, net	$ 412	$ 513

Balance Sheet Components - Summary of Intangible Assets, Net (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Finite-Lived Intangible Assets [Line Items]
Cost	$ 9,024	$ 9,024
Accumulated amortization	(5,413)	(5,181)
Net	3,611	3,843
Payor Relationships
Finite-Lived Intangible Assets [Line Items]
Cost	7,230	7,230
Accumulated amortization	(4,218)	(4,037)
Net	3,012	3,193
Trade Names
Finite-Lived Intangible Assets [Line Items]
Cost	1,410	1,410
Accumulated amortization	(822)	(787)
Net	588	623
Noncompete Agreements
Finite-Lived Intangible Assets [Line Items]
Cost	384	384
Accumulated amortization	(373)	(357)
Net	$ 11	$ 27

Balance Sheet Components - Summary of Future Amortization of Intangible Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Organization Consolidation And Presentation Of Financial Statements [Abstract]
Remainder of 2021	$ 659
2022	864
2023	864
2024	864
2025	360
Net	$ 3,611	$ 3,843

Balance Sheet Components - Summary of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Organization Consolidation And Presentation Of Financial Statements [Abstract]
Accrual for reimbursement claims and settlements, current	$ 28,047	$ 30,487
Commission and bonus	3,823	4,619
Vacation and payroll benefits	11,408	8,896
Accrued professional services	2,263	3,385
Accrued interest	3,947	855
Contract liabilities	211	378
Other	4,084	6,057
Total	$ 53,783	$ 54,677

Balance Sheet Components - Summary of Other Long-term Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Organization Consolidation And Presentation Of Financial Statements [Abstract]
Accrual for reimbursement claims and settlements, net of current portion	$ 7,053	$ 7,053
Other	1,482	1,614
Total	$ 8,535	$ 8,667

Commitments and Contingencies - Schedule of Net Minimum Payments Under Non-Cancelable Operating Leases (Details) $ in Thousands	Mar. 31, 2021 USD ($)
Commitments And Contingencies Disclosure [Abstract]
Remainder of 2021	$ 4,610
2022	2,855
2023	1,000
2024	38
Total future minimum lease payments	$ 8,503

Commitments and Contingencies - Schedule of Future Minimum Payments Under Capital Leases (Details) $ in Thousands	Mar. 31, 2021 USD ($)
Commitments And Contingencies Disclosure [Abstract]
Remainder of 2021	$ 201
2022	47
Total future minimum lease payments	248
Less amounts representing interest	(8)
Present value of minimum capital lease payments	240
Less current portion of capital lease obligations	(225)
Capital lease obligations, net of current portion	$ 15

Stock-Based Compensation - Summary of Assumptions used to Determine Fair Value of Stock Options Granted (Details)	3 Months Ended
	Mar. 31, 2021
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Risk-free interest rate, minimum	0.60%
Risk-free interest rate, maximum	1.10%
Expected volatility, minimum	67.80%
Expected volatility, maximum	69.90%
Expected dividend yield	0.00%
Minimum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expected life (years)	3 years
Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expected life (years)	6 years 3 months 18 days

Stock-Based Compensation - Schedule of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total stock-based compensation expense	$ 2,630	$ 2,057
Cost of Sales
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total stock-based compensation expense	142	228
Research and Development
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total stock-based compensation expense	624	662
Selling and Marketing
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total stock-based compensation expense	390	373
General and Administrative
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total stock-based compensation expense	$ 1,474	$ 794

Net Loss Per Share - Summary of Potentially Dilutive Securities Not Included in Calculation of Diluted Loss Per Share (Details) - shares	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities not included in calculation of diluted loss per share	63,246,945	35,707,324
Options to Purchase Common Stock
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities not included in calculation of diluted loss per share	5,572,641	3,678,520
Restricted Stock Units (RSUs)
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities not included in calculation of diluted loss per share	1,374,479	990,463
Common Stock Warrant
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities not included in calculation of diluted loss per share	4,770,789
Common Stock Issuable Upon Conversion of Convertible Notes
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities not included in calculation of diluted loss per share	51,529,036
Series A Preferred Stock
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities not included in calculation of diluted loss per share		13,213,254
Series B Preferred Stock
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities not included in calculation of diluted loss per share		17,465,388
Series B Preferred Stock Purchase Warrant
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities not included in calculation of diluted loss per share		359,699

Subsequent Events - Additional Information (Details) - shares			3 Months Ended
	May 05, 2021	Mar. 03, 2021	Mar. 31, 2021	Dec. 31, 2020
Subsequent Event [Line Items]
Total shares authorized for issuance			350,000,000	350,000,000
2018 Equity Incentive Plan \| Subsequent Event
Subsequent Event [Line Items]
Increase of shares authorized for issuance	7,700,000
Total shares authorized for issuance	19,853,409
Common Stock
Subsequent Event [Line Items]
Issuance of stock, net, shares			4,370,629
Common Stock \| Restricted Stock Units (RSUs) \| 2018 Equity Incentive Plan and Related Agreements
Subsequent Event [Line Items]
Issuance of stock, net, shares		2,939,931
Common Stock \| Outstanding Options to Purchase Common Stock \| 2018 Equity Incentive Plan and Related Agreements \| Maximum
Subsequent Event [Line Items]
Issuance of stock, net, shares		5,986,004