MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q and our audited consolidated financial statements and the related notes and the discussion under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2024 . Some of the information contained in this discussion and analysis, including information with respect to our planned investments in our sales and marketing, research and development, and general and administrative functions, includes forward-looking statements that involve risks and uncertainties. You should review the sections titled “Note Regarding Forward-Looking Statements” and “Risk Factors” in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, 2024 for a discussion of forward- looking statements and important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.
Overview
Tempus is a technology company focused on healthcare that straddles two converging worlds. We strive to combine deep healthcare expertise, providing next-generation diagnostics across multiple disease areas, with leading technology capabilities, harnessing the power of data and analytics to help personalize medicine. We endeavor to unlock the true power of precision medicine by creating Intelligent Diagnostics through the practical application of artificial intelligence, or AI, in healthcare. Intelligent Diagnostics use AI, including generative AI, to make laboratory tests more accurate, tailored, and personal. Unlike traditional diagnostic labs, we can incorporate unique patient information, such as clinical, molecular, and imaging data, with the goal of making our tests more intelligent and our results more insightful. Unlike other technology companies, we are deeply rooted in clinical care delivery as one of the largest sequencers of cancer patients, and patients with other diseases, in the United States. Straddling both worlds is advantageous as we believe Intelligent Diagnostics represent the future of precision medicine, informing more personalized and data-driven therapy selection and development. We believe their adoption could empower physicians to deliver better care and researchers to develop more precise therapies, with the potential to save millions of lives.
In order to bring AI to healthcare at scale, we believe the foundation of how data flows throughout the ecosystem needs to be rebuilt. We established new data pipes, going to and from providers, to allow for the free exchange of data between physicians, who interpret data, and diagnostic and life science companies, who provide data, integrating relevant clinical data, such as outcomes, or adverse events, which are essential for many clinical decisions. Without this capability, we believe that data would continue to accumulate without impacting patient care. To accomplish this, we built both a technology platform to free healthcare data from silos and an operating system to make this data useful, the combination of which we refer to as our Platform. Our Platform connects multiple stakeholders within the larger healthcare ecosystem, often in real time, to assemble and integrate the data we collect, thereby providing an opportunity for physicians to make data-driven decisions in the clinic and for researchers to discover and develop therapeutics. We aim to help physicians find the best therapies for their patients, help pharmaceutical and biotechnology companies make the best drugs possible, and enable patients to access emerging therapies and clinical trials when appropriate.
We currently offer three product lines: Genomics, Data and AI Applications. Each product line is designed to enable and enhance the others, thereby creating network effects in each of the markets in which we operate. We are able to commercialize records multiple times, both at the time a test is run and thereafter. Our Genomics product line leverages our state-of-the-art laboratories to provide next generation sequencing, or NGS diagnostics, polymerase chain reaction, or PCR, profiling, molecular genotyping and other anatomic and molecular pathology testing to healthcare providers, pharmaceutical companies, biotechnology companies, researchers, and other third parties. The data generated in our lab or ingested into our platform as part of the Genomics product line is structured and de-identified, prior to commercialization. This de-identified database is then commercialized to our pharmaceutical and biotechnology partners to facilitate drug discovery and development through two primary Data and Services products, Insights and Trials. Our third product line, AI Applications, is focused on developing and providing diagnostics that are algorithmic in nature, implementing new software as a medical device, and building and deploying clinical decision support tools.
We primarily operate in the United States and generated total revenue of $314.6 million and $166.0 million in the three months ended June 30, 2025 and 2024, respectively, and $570.4 million and $311.8 million in the six months ended June 30, 2025 and 2024, respectively. We also incurred net losses of $42.8 million and $552.2 million in the three months ended June 30, 2025 and 2024, respectively, and $110.9 million and $617.0 million in the six months ended June 30, 2025 and 2024, respectively. We generated adjusted EBITDA of $(5.6) million and $(31.2) million in the three months ended June 30, 2025 and 2024, respectively, and $(21.8) million and $(75.1) million in the six months ended June 30, 2025 and 2024, respectively. Adjusted EBITDA is a non-GAAP financial measure. For a reconciliation of adjusted EBITDA to net loss, the most directly comparable financial measure stated in accordance
with generally accepted accounting principles in the United States of America, or GAAP, and for additional information about adjusted EBITDA, a non-GAAP financial measure, see "—Non-GAAP Financial Measure."
Convertible Senior Notes
On July 3, 2025, we completed a private offering, or the Offering, of $750.0 million aggregate principal amount of 0.75% Convertible Senior Notes due 2030, or the Notes, including the exercise in full of the initial purchasers’ over-allotment option to purchase up to an additional $100.0 million principal amount of the Notes. The Notes are our general unsecured obligations and will mature on July 15, 2030, unless earlier converted, redeemed or repurchased. Interest on the Notes will accrue at a rate of 0.75% per year from July 3, 2025 and will be payable semiannually in arrears on January 15 and July 15 of each year, beginning on January 15, 2026. Refer to Note 18 to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for further information regarding the issuance and terms of the Notes and the Capped Call transaction (as defined in “—Liquidity and Capital Resources—Senior Convertible Notes”).
Our net proceeds from the Offering were approximately $725.9 million, after deducting the initial purchasers’ discounts and commissions and the estimated offering expenses payable by us. We used a portion of the net proceeds from the Offering to repay $293.5 million of the Term Loan Facilities (as defined in “—Liquidity and Capital Resources—Credit Facilities”), which includes repayment of the principal, accrued interest, and prepayment premium and to pay approximately $41.8 million cost of the Capped Call. We expect to use the remaining net proceeds from the Offering for general corporate purposes, which may include acquisitions or strategic investments in complementary businesses or technologies, working capital, operating expenses, capital expenditures and repayment of additional indebtedness.
Acquisition of Ambry Genetics Corporation
On February 3, 2025, or the Closing Date, we completed our acquisition, or the Ambry Acquisition, of Ambry Genetics Corporation, a Delaware corporation, or Ambry, pursuant to a Securities Purchase Agreement, or the Purchase Agreement, entered into on November 4, 2024 with REALM IDx, Inc., a Delaware corporation, or the Seller, and the Seller’s ultimate parent, Konica Minolta, Inc., a Japanese corporation, as guarantor. We acquired all of the issued and outstanding shares of capital stock of Ambry. Consideration for the acquisition consisted of $375.0 million in cash, subject to adjustment for cash, unpaid indebtedness, unpaid transaction expenses and net working capital of Ambry, or the Cash Consideration, plus the issuance of an aggregate of 4,843,136 shares of our Class A common stock, or the Stock Consideration. The Stock Consideration was valued at $61.54 per share, which was the closing price of our Class A common stock on the Closing Date. Pursuant to the terms of the Purchase Agreement, 2,152,505 shares issued as Stock Consideration are subject to a lock-up for a period of one year following the Closing Date. In addition, $5.0 million of the Cash Consideration are held in an escrow account for purposes of satisfying any post-closing purchase price adjustments.
In connection with the closing of the acquisition, we entered into an amendment to the Credit Agreement (as defined in “—Liquidity and Capital Resources—Credit Facilities”), providing for an additional $200.0 million in senior secured term loans, or the Additional Term Loan Facility, and $100.0 million in senior secured revolving loan commitments, or the Revolving Credit Facility. We utilized borrowings under the Additional Term Loan Facility and the Revolving Credit Facility to fund the Cash Consideration for the acquisition and to pay fees and expenses related thereto.
Strategic Collaborations
AstraZeneca and Pathos
In April 2025, we entered into a series of agreements with AstraZeneca AB, or AstraZeneca, and Pathos regarding both the development of a foundation large multimodal model in the field of oncology, or the Foundation Model, and the licensing of certain de-identified multi-modal data to assist in the development of the Foundation Model.
Specifically, we entered into a Statement of Work with AstraZeneca under the previously disclosed Master Services Agreement, dated November 17, 2021, as amended in October 2022, February 2023 and December 2023 (and as further amended from time to time, together with the Statement of Work, collectively referred to herein as the MSA). Pursuant to the MSA, (i) we will ensure that Pathos develops, and we provide AstraZeneca with, a Foundation Model which has been developed, validated, and maintained using de-identified datasets contributed by us, (ii) the Foundation Model will be developed, validated, and maintained by Pathos, (iii) AstraZeneca will pay us a fee of $35 million, and (iv) a syndicate of investors including AstraZeneca will contemporaneously execute a Stock Purchase Agreement with Pathos, or the SPA, as part of a preferred stock financing round of sufficient size given the obligations described herein.
We also entered into an Order Form with Pathos under the previously disclosed Amended and Restated Master Agreement, restated effective February 12, 2024, (the Amended and Restated Master Agreement and the Order Form collectively referred to herein as the “Pathos Master Agreement”). Pursuant to the Pathos Master Agreement, (i) Pathos will be responsible for Foundation Model development activities under the MSA, (ii) we will license Pathos a comprehensive de-identified multi-modal dataset for the sole purpose of assisting in the development and training of the Foundation Model under the MSA, (iii) Pathos will pay us data license fees of $200 million over a three-year period, including an upfront payment of $50 million that has been paid as of April 2025 (iv) we will receive a license to use the Foundation Model upon its completion (with certain field restrictions and the right of sublicense to AstraZeneca), and (v) in consideration of Pathos’ commitments under the Pathos Master Agreement, we will pay Pathos $35 million. Pathos, in its sole discretion, may pay up to 50% of the data license fees owed to us in shares of Pathos’ Series D Preferred Stock.
AstraZeneca
As previously disclosed, in November 2021, we entered into the MSA with AstraZeneca. Under the MSA, we agreed, on a non-exclusive basis, to provide AstraZeneca with certain of our products and services, including licensed data, sequencing, clinical trial matching, organoid modeling services, algorithm development, and others. In exchange for certain discounted prices, AstraZeneca has committed to spend a minimum of $220 million on such products and services during the term of the MSA. The term of the MSA will continue through December 31, 2026, unless terminated sooner. The minimum commitment may increase from $220 million to $320 million through December 2028 at AstraZeneca's election.
GlaxoSmithKline
In August 2022, we entered into a Strategic Collaboration Agreement, or, as amended in May 2024, the GSK Agreement, with GlaxoSmithKline, or GSK. Under the GSK Agreement, we agreed, on a non-exclusive basis, to provide GSK with certain of our products and services, including licensed data, sequencing, clinical trial matching, organoid modeling services, algorithm development, and others. In exchange for certain discounted prices, GSK has committed to spend a minimum of $180 million on such products and services during the term of the GSK Agreement, of which $70 million was paid upon execution. The term of the GSK Agreement will continue through December 31, 2027, unless terminated sooner. An additional commitment of up to $120 million may be triggered at GSK’s election for the years 2028, 2029 and 2030.
Recursion Master Agreement
In November 2023, we entered into a Master Agreement, or the Recursion Agreement, with Recursion Pharmaceuticals, Inc., or Recursion. Under the Recursion Agreement, we agreed to provide certain of our services and to license certain data to Recursion, including a limited right to access our proprietary database of de-identified clinical and molecular data for certain therapeutic product development purposes. In exchange for these rights, Recursion will pay an initial license fee of $22 million and an annual license fee throughout the term of the agreement, which, together with the initial license fee, totals up to $160 million. The term of the Recursion Agreement will continue through November 3, 2028, unless terminated sooner. In addition to mutual rights to terminate for an uncured breach of the Recursion Agreement, Recursion may terminate the agreement for convenience after three years upon 90 days prior notice, subject to payment by Recursion of an early termination fee.
The initial license fee and each annual license fee are payable at Recursion’s option either in the form of (x) cash, (y) shares of Recursion’s Class A common stock, or (z) a combination of cash and shares of Recursion’s Class A common stock in such proportion as is determined by Recursion in its sole discretion; provided that the aggregate number of shares of Recursion’s Class A common stock to be issued to us under the Recursion Agreement shall not exceed 19.9% of the aggregate total of shares of Recursion Class A common stock and Class B common stock outstanding on November 3, 2023, or the date immediately preceding the date any shares of Class A common stock are issued pursuant to the Recursion Agreement, whichever is less. We have customary registration rights with respect to any shares of Recursion’s Class A common stock issued pursuant to the Recursion Agreement.
Factors Affecting Our Performance
We believe there are several important factors that have impacted and that we expect will impact our operating performance and results of operations. While each of these areas presents significant opportunities for us, they also pose significant risks and challenges that we must address.
Research and Development and New Products
We expect to maintain high levels of investment in product innovation over the coming years as we continue to develop new laboratory assays, develop algorithms, and expand our Platform into new disease areas. These investments will include laboratory
costs incurred in validating new or improving current assays, licensing of data sets to accelerate our efforts in new diseases, and development and validation costs for new Algos products. We invested $41.6 million and $68.1 million during the three months ended June 30, 2025 and 2024, respectively, and $77.5 million and $92.4 million during the six months ended June 30, 2025 and 2024 respectively, in research and development. Our ability to develop new products, obtain regulatory approvals when required, launch them into the market, and drive adoption of these products by our customers will continue to play a key role in our results.
Customer Acquisition and Expansion
To grow our business requires both identifying new customers and expanding our partnerships with existing ones across each of our product lines. For Genomics, this entails our field salesforce developing relationships with individual physicians, genetic counselors, and hospital systems, demonstrating the power our Platform has in enabling them to provide personalized care to their patients. For Data, this entails our pharmaceutical business development teams demonstrating the power our Platform and database have in enabling drug discovery, development and clinical trial matching for our pharmaceutical partners. For AI Applications, this entails demonstrating the utility of these algorithms in a clinical setting. Since our inception, our offerings have been used by more than 8,000 physicians and we have worked with over 200 biotech companies, as well as 19 of the 20 largest public pharmaceutical companies based on 2024 revenue, albeit with many we are still at an early stage of adoption. Our financial performance relies heavily on our ability to add customers to our Platform and expand the relationships with our current customers through adoption of our new products.
Investments in Technology
Technology is at the core of everything we do. From receiving orders and ingesting data through our various provider integrations to delivering test results and access to our analytical platform, our Platform plays a key role in driving our business. We will continue to make significant investments in our Platform to continually improve our user experience and allow us to generate, ingest and structure data more efficiently as we expand our offerings. We invested $34.5 million and $77.9 million during the three months ended June 30, 2025 and 2024, respectively, and $67.9 million and $105.0 million, in the six months ended June 30, 2025 and 2024, respectively, in technology. We expect to maintain high levels of investment in our technology over the coming years as we continue to develop new features to support our current and future business needs. Our ability to execute on the development of such technology will continue to play a key factor in our results. In addition, the announcement of substantial new tariffs and other restrictive trade policies, to the extent such current and future tariffs apply to hardware, networking infrastructure or other technology infrastructure used by us or our third-party vendors, could raise costs, constrain supply or affect service reliability.
Payer Coverage and Reimbursement
Our financial performance relies heavily on our ability to secure reimbursement from payers and government health benefits programs. A substantial majority of the genomic testing we perform is clinical in nature. We typically receive reimbursement for these tests from commercial payers and from government health benefits programs, such as Medicare and Medicaid. The amount of payment we receive varies widely and depends on a variety of factors, including the payer, the assay run, and other characteristics about the patient. As of December 31, 2024, we had received payment on approximately 55% of our clinical oncology NGS tests across all payers performed from January 1, 2022 through December 31, 2023. We calculated this metric on a trailing basis based on payer adjudication timing. However, we continued to perform our NGS tests through December 31, 2024. For the years ended December 31, 2024 and 2023, our average reimbursement for NGS tests in oncology was approximately $1,510 and $1,450, respectively. We will continue to invest significantly in various efforts aimed at improving our average reimbursement, including performing clinical studies to generate evidence of clinical utility, seeking regulatory approval for our tests, and opening additional lab locations. Any changes to medical policies impacting how our tests are reimbursed could have a significant impact on our results.
Macroeconomic Conditions
A significant portion of our current Data and services products sales are to customers in the life sciences industry, in particular the pharmaceutical and biotechnology industry. Demand for our Data and services products could be affected by factors that adversely affect the life sciences industry, including macroeconomic and market conditions that may adversely impact earlier stage biotechnology companies such as substantial new tariffs and other restrictive trade policies.
Components of Results of Operations
Revenue
We currently primarily derive our revenue from two product lines: (1) Genomics and (2) Data and services.
Genomics
Genomics primarily includes revenue from Oncology testing (legacy Tempus) and Hereditary testing (legacy Ambry Genetics). Oncology testing includes revenue from diagnostics, PCR profiling, and other anatomic and molecular pathology testing to oncologists, pharmaceutical companies, biotechnology companies, researchers, and other third parties. Hereditary testing includes revenue from inherited cancer risk, whole exome and genome profiling for rare conditions, and all other inherited screening testing primarily to genetic counselors.
Data and Services
Data and services primarily includes revenue from de-identified data generated through our Genomics product line to our pharmaceutical and biotechnology partners for use in their drug development efforts. These transactions consist of data licensing agreements, AI-enabled clinical trial matching, and analytical services. Our Data revenue is typically back-weighted towards the second half of the year based on the budgeting cycles of our customers. We currently report our AI Applications revenue within this line item as it is immaterial.
Cost and Operating Expenses
We incur costs to generate revenue for each of our two primary product lines. Cost of revenues for our Genomics product line is a higher percentage of the Genomics revenue than cost of revenues for Data and services is as a percentage of Data and services revenue. As revenue shifts between these product lines, total cost of revenue as a percentage of revenue will be impacted.
Cost of Revenues, Genomics
Cost of revenues for Genomics primarily includes personnel lab expenses, including salaries, bonuses, employee benefits and stock-based compensation expenses (which we refer to as “personnel costs”), and amortization of intangible assets, cost of laboratory supplies and consumables, laboratory rent expense, depreciation of laboratory equipment and shipping costs. Costs associated with performing our tests are recorded as the tests are processed at the time of report delivery. We expect these costs will increase in absolute dollars as our Genomics revenue continues to grow.
Cost of Revenues, Data and Services
Cost of revenues for Data and services primarily includes data acquisition and royalty fees, and personnel costs related to delivery of our data services and platform, cloud costs, and certain allocated overhead expenses. Costs associated with performing data product services are recorded as incurred. We expect these costs will increase in absolute dollars as our Data and services revenue continues to grow. We currently report our AI Applications cost of revenue within this line item as it is immaterial.
Research and Development
Research and development expense primarily includes costs incurred to develop new assays and products, including validation costs, research and development and allocated lab personnel costs, salaries and benefits of the company’s scientific and laboratory research and development teams, amortization of intangible assets, inventory costs, overhead costs, contract services and other related costs. Research and development costs are expensed as incurred. We plan to continue to invest in new assay development and expansion into new disease areas. As a result, we expect that research and development expenses will increase in absolute dollars for the foreseeable future as we continue to invest to support these activities.
Technology Research and Development
Technology research and development expense primarily includes personnel costs incurred related to the research and development of our technology platform and applications and the research and development of new products that we hope to bring to the market. Technology research and development costs are expensed as incurred. We plan to continue to invest in technology personnel to support our Platform and new algorithm development. We expect that technology research and development expenses will increase in absolute dollars for the foreseeable future as we continue to invest to support these activities.
Selling, General and Administrative
Our selling, general and administrative expense primarily includes personnel costs for our sales, executive, accounting and finance, legal and human resources functions, commissions, and other general corporate expenses, including software and tools, professional services, real estate costs, and travel costs.
We expect that our selling, general and administrative expenses will continue to increase in absolute dollars after our IPO, primarily due to increased headcount and costs associated with operating as a public company, including expenses related to legal, accounting, regulatory, maintaining compliance with exchange listing and requirements of the SEC, director and officer insurance premiums and investor relations. These expenses, though expected to increase in absolute dollars, are expected to decrease modestly as a percentage of revenue in the long term, though they may fluctuate as a percentage from period to period due to the timing and extent of these expenses. As the performance-based vesting condition of our RSUs was satisfied in connection with our IPO, we will continue to record stock-based compensation expenses associated with the vesting of RSUs in the quarter in which such vestings occur.
Interest Income
Interest income consists of interest earned on our cash and cash equivalents.
Interest Expense
Interest expense consists primarily of interest from our Second Amended Note and Credit Facilities (each as defined in “—Liquidity and Capital Resources”). Interest expense related to our Second Amended Note will continue, but should decrease over time as the principal amount decreases.
Other Income (Expense), Net
Other income (expense), net consists of foreign currency exchange gains and losses, gains and losses on marketable equity securities, income from the Intellectual Property Agreement, or the IP License Agreement, with SB Tempus Corp., or SB Tempus, and any changes in fair value related to our warrant assets and liabilities. Foreign currency exchange gains and losses relate to transactions and asset and liability balances denominated in currencies other than the U.S. dollar. We expect our foreign currency gains and losses to continue to fluctuate in the future due to changes in foreign currency exchange rates. We hold shares of common stock of Recursion and Personalis, Inc., or Personalis, which are recorded within marketable equity securities. These shares are marked to market each reporting period. We issued a warrant to our customer AstraZeneca in conjunction with the signing of the MSA in November 2021. We have a warrant asset related to a November 2023 Commercialization and Reference Laboratory Agreement with Personalis, which was exercised in August 2024. The fair value of the warrant assets and liabilities are measured each reporting period.
(Provision for) benefit from income taxes
(Provision for) benefit from income taxes consists of U.S. federal and state income taxes and income taxes in certain foreign jurisdictions in which we conduct business, as adjusted for non-deductible expenses, and changes in the valuation of our deferred tax assets and liabilities. We maintain a full valuation allowance on our U.S. federal and state deferred tax assets as we have concluded that it is more likely than not that the deferred tax assets will not be realized.
Losses from Equity Method Investments
Losses from equity method investments consist of earnings from our joint venture, SB Tempus. See Note 7 to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for additional information regarding SB Tempus.
Results of Operations
The following table sets forth the significant components of our results of operations for the periods presented (in thousands).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
Net revenue |
|
|
|
|
|
|
|
|
|
|
|
|
Genomics |
|
$ |
241,843 |
|
|
$ |
112,324 |
|
|
$ |
435,647 |
|
|
$ |
214,893 |
|
Data and services |
|
|
72,792 |
|
|
|
53,645 |
|
|
|
134,725 |
|
|
|
96,896 |
|
Total net revenue |
|
$ |
314,635 |
|
|
$ |
165,969 |
|
|
$ |
570,372 |
|
|
$ |
311,789 |
|
Cost and operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues, genomics |
|
|
99,756 |
|
|
|
68,324 |
|
|
|
184,539 |
|
|
|
121,159 |
|
Cost of revenues, data and services |
|
|
19,840 |
|
|
|
22,132 |
|
|
|
35,591 |
|
|
|
37,420 |
|
Technology research and development |
|
|
34,482 |
|
|
|
77,908 |
|
|
|
67,873 |
|
|
|
104,975 |
|
Research and development |
|
|
41,619 |
|
|
|
68,025 |
|
|
|
77,493 |
|
|
|
92,365 |
|
Selling, general and administrative |
|
|
180,712 |
|
|
|
463,072 |
|
|
|
335,339 |
|
|
|
542,636 |
|
Total cost and operating expenses |
|
|
376,409 |
|
|
|
699,461 |
|
|
|
700,835 |
|
|
|
898,555 |
|
Loss from operations |
|
$ |
(61,774 |
) |
|
$ |
(533,492 |
) |
|
$ |
(130,463 |
) |
|
$ |
(586,766 |
) |
Interest income |
|
|
1,093 |
|
|
|
1,718 |
|
|
|
2,906 |
|
|
|
2,749 |
|
Interest expense |
|
|
(21,579 |
) |
|
|
(13,295 |
) |
|
|
(39,582 |
) |
|
|
(26,533 |
) |
Other income (expense), net |
|
|
41,729 |
|
|
|
(7,048 |
) |
|
|
14,274 |
|
|
|
(6,299 |
) |
Loss before (provision for) benefit from income taxes |
|
|
(40,531 |
) |
|
|
(552,117 |
) |
|
|
(152,865 |
) |
|
|
(616,849 |
) |
(Provision for) benefit from income taxes |
|
|
(212 |
) |
|
|
(95 |
) |
|
|
45,968 |
|
|
|
(106 |
) |
Losses from equity method investments |
|
|
(2,100 |
) |
|
|
— |
|
|
|
(3,983 |
) |
|
|
— |
|
Net Loss |
|
$ |
(42,843 |
) |
|
$ |
(552,212 |
) |
|
$ |
(110,880 |
) |
|
$ |
(616,955 |
) |
Comparison of the Three Months Ended June 30, 2025 and 2024
Revenue
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|
|
|
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Three Months Ended June 30, |
|
|
|
|
|
|
2025 |
|
|
2024 |
|
|
$ Change |
|
|
% Change |
|
|
|
(unaudited) |
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|
|
|
|
|
|
|
|
(in thousands, except percentages) |
|
Genomics |
|
$ |
241,843 |
|
|
$ |
112,324 |
|
|
$ |
129,519 |
|
|
|
115 |
% |
Data and services |
|
|
72,792 |
|
|
|
53,645 |
|
|
|
19,147 |
|
|
|
36 |
% |
Total Net Revenue |
|
$ |
314,635 |
|
|
$ |
165,969 |
|
|
$ |
148,666 |
|
|
|
90 |
% |
The increase in revenue for the three months ended June 30, 2025, compared to the same period in 2024, was due to increased volume of tests performed in Genomics and increased data deliveries in our Data and Services product line.
Genomics
The increase in Genomics revenue for the three months ended June 30, 2025, compared to the same period in 2024, was primarily due to an increase in the number of Oncology tests and the addition of Hereditary tests through the acquisition of Ambry. Volume of tests increased from approximately 66,500 tests for the three months ended June 30, 2024 to approximately 212,000 tests for the three months ended June 30, 2025, of which 128,000 tests related to Hereditary testing.
Oncology tests increased from approximately 66,500 tests for the three months ended June 30, 2024 to approximately 84,000 tests for the three months ended June 30, 2025. Additionally, there was an increase in average revenue per Oncology test, which increased from approximately $1,500 for the three months ended June 30, 2024 to approximately $1,580 for the three months ended June 30, 2025. The increase in average revenue per Oncology test was driven primarily by increased Medicare reimbursement rates. The increase in the number of Oncology tests and average revenue per Oncology test resulted in a $33.0 million increase in Genomics revenue.
Hereditary tests increased to approximately 128,000 tests for the three months ended June 30, 2025 due to the acquisition of Ambry in February 2025 and resulted in an increase of $97.3 million in Genomics revenue.
Data and Services
The increase in Data and services revenue for the three months ended June 30, 2025, compared to the same period in 2024, was driven primarily by $16.5 million from increased demand for our Insights products. Across all Data and services products, the increase in revenue in the three months ended June 30, 2025 is primarily attributable to continued growth from within our existing customer base, specifically the Pathos Foundation Model agreement.
Cost and Operating Expenses
Cost of Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
|
|
|
|
|
2025 |
|
|
2024 |
|
|
$ Change |
|
|
% Change |
|
|
|
(unaudited) |
|
|
|
|
|
|
|
|
|
(in thousands, except percentages) |
|
Cost of revenues, genomics |
|
$ |
99,756 |
|
|
$ |
68,324 |
|
|
$ |
31,432 |
|
|
|
46 |
% |
Cost of revenues, data and services |
|
|
19,840 |
|
|
|
22,132 |
|
|
|
(2,292 |
) |
|
|
-10 |
% |
Total |
|
$ |
119,596 |
|
|
$ |
90,456 |
|
|
$ |
29,140 |
|
|
|
32 |
% |
The increase in Cost of revenues for the three months ended June 30, 2025, compared to the same period in 2024, was primarily due to increases of $34.3 million in material and service costs, of which $21.9 million in material and services is due to the Ambry Acquisition, and $8.0 million in personnel-related costs from the Ambry Acquisition, offset by a decrease of $16.4 million of stock-based compensation expenses related to RSUs for which the performance-based vesting condition was satisfied in connection with our IPO in the prior period.
Cost of Revenues, Genomics
The increase in Cost of revenues, Genomics for the three months ended June 30, 2025, compared to the same period in 2024, was primarily due to increases of $34.3 million in material and service costs, of which $21.9 million in material and services is due to the Ambry Acquisition, and $8.0 million in personnel-related costs from the Ambry Acquisition, offset by a decrease of $9.9 million of stock-based compensation expense related to RSUs for which the performance-based vesting condition was satisfied in connection with our IPO in the prior period.
Cost of Revenues, Data and Services
The decrease in Cost of revenues, Data and services for the three months ended June 30, 2025, compared to the same period in 2024, was not material.
Technology Research and Development
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
|
|
|
|
|
2025 |
|
|
2024 |
|
|
$ Change |
|
|
% Change |
|
|
|
(unaudited) |
|
|
|
|
|
|
|
|
|
(in thousands, except percentages) |
|
Technology research and development |
|
$ |
34,482 |
|
|
$ |
77,908 |
|
|
$ |
(43,426 |
) |
|
|
-56 |
% |
The decrease in Technology research and development expenses for the three months ended June 30, 2025, compared to the same period in 2024, was primarily due to a decrease of $47.1 million of stock-based compensation expense related to RSUs for which the performance-based vesting condition was satisfied in connection with our IPO in the prior period, offset by an increase of $4.5 million in personnel-related costs associated with the investment in our cloud infrastructure and new lines of business, of which $3.4 million is due to the Ambry Acquisition.
Research and Development
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
|
|
|
|
|
2025 |
|
|
2024 |
|
|
$ Change |
|
|
% Change |
|
|
|
(unaudited) |
|
|
|
|
|
|
|
|
|
(in thousands, except percentages) |
|
Research and development |
|
$ |
41,619 |
|
|
$ |
68,025 |
|
|
$ |
(26,406 |
) |
|
|
-39 |
% |
The decrease in Research and development expenses for the three months ended June 30, 2025, compared to the same period in 2024, was primarily due to a decrease of $39.9 million of stock-based compensation expense related to RSUs for which the performance-based vesting condition was satisfied in connection with our IPO in the prior period, offset by an increase of $10.3 million in personnel-related costs for employees in our research and development group, of which $8.0 million is due to the Ambry Acquisition.
Selling, General and Administrative
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
|
|
|
|
|
2025 |
|
|
2024 |
|
|
$ Change |
|
|
% Change |
|
|
|
(unaudited) |
|
|
|
|
|
|
|
|
|
(in thousands, except percentages) |
|
Selling, general and administrative |
|
$ |
180,712 |
|
|
$ |
463,072 |
|
|
$ |
(282,360 |
) |
|
|
-61 |
% |
The decrease in Selling, general and administrative expenses for the three months ended June 30, 2025, compared to the same period in 2024, was primarily due to a decrease of $362.4 million of stock-based compensation expense related to RSUs for which the performance-based vesting condition was satisfied in connection with our IPO in the prior period, offset by an increase $30.7 million in personnel-related costs, of which $19.7 million is due to the Ambry Acquisition, $16.8 million in amortization of intangibles acquired from the Ambry Acquisition, $6.3 million in software and tools costs, of which $3.6 million is due to the Ambry Acquisition, $3.0 million in cloud storage costs, $2.6 million in legal costs, and $2.0 million in acquisition costs.
Interest Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
|
|
|
|
|
2025 |
|
|
2024 |
|
|
$ Change |
|
|
% Change |
|
|
|
(unaudited) |
|
|
|
|
|
|
|
|
|
(in thousands, except percentages) |
|
Interest income |
|
$ |
1,093 |
|
|
$ |
1,718 |
|
|
$ |
(625 |
) |
|
|
-36 |
% |
The decrease in Interest income for the three months ended June 30, 2025, compared to the same period in 2024, was not material.
Interest Expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
|
|
|
|
|
2025 |
|
|
2024 |
|
|
$ Change |
|
|
% Change |
|
|
|
(unaudited) |
|
|
|
|
|
|
|
|
|
(in thousands, except percentages) |
|
Interest expense |
|
$ |
(21,579 |
) |
|
$ |
(13,295 |
) |
|
$ |
(8,284 |
) |
|
|
62 |
% |
The increase in Interest expense for the three months ended June 30, 2025, compared to the same period in 2024, was primarily driven by compounding interest on our Second Amended Note and the additional interest expense from the Additional Term Loan Facility and Revolving Credit Facility.
Other Income (Expense), net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
|
|
|
|
|
2025 |
|
|
2024 |
|
|
$ Change |
|
|
% Change |
|
|
|
(unaudited) |
|
|
|
|
|
|
|
|
|
(in thousands, except percentages) |
|
Other income (expense), net |
|
$ |
41,729 |
|
|
$ |
(7,048 |
) |
|
$ |
48,777 |
|
|
|
-692 |
% |
The change in Other income (expense), net for the three months ended June 30, 2025, compared to the same period in 2024, was primarily driven by a $41.5 million increase in income related to unrealized gains on marketable equity securities, a $5.2 million increase in income due to the change in fair value of our warrant asset, and an increase of $4.0 million in income from the Intellectual Property Agreement, or the IP License Agreement, with SB Tempus, offset by a $1.7 million decrease in income due to the change in fair value of our warrant liability.
(Provision for) Income Taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
|
|
|
|
|
2025 |
|
|
2024 |
|
|
$ Change |
|
|
% Change |
|
|
|
(unaudited) |
|
|
|
|
|
|
|
|
|
(in thousands, except percentages) |
|
(Provision for) benefit from income taxes |
|
$ |
(212 |
) |
|
$ |
(95 |
) |
|
$ |
(117 |
) |
|
|
123 |
% |
The change in provision for income tax benefit (expense) for the three months ended June 30, 2025, compared to the same period in 2024, was not material.
Losses from Equity Method Investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
|
|
|
|
|
2025 |
|
|
2024 |
|
|
$ Change |
|
|
% Change |
|
|
|
(unaudited) |
|
|
|
|
|
|
|
|
|
(in thousands, except percentages) |
|
Losses from equity method investments |
|
$ |
(2,100 |
) |
|
$ |
— |
|
|
$ |
(2,100 |
) |
|
|
100 |
% |
The increase in losses from equity method investments for the three months ended June 30, 2025, compared to the same period in 2024, was due to the losses from SB Tempus.
Comparison of the Six Months Ended June 30, 2025 and 2024
Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, |
|
|
|
|
|
|
2025 |
|
|
2024 |
|
|
$ Change |
|
|
% Change |
|
|
|
(unaudited) |
|
|
|
|
|
|
|
|
|
(in thousands, except percentages) |
|
Genomics |
|
$ |
435,647 |
|
|
$ |
214,893 |
|
|
$ |
220,754 |
|
|
|
103 |
% |
Data and services |
|
|
134,725 |
|
|
|
96,896 |
|
|
|
37,829 |
|
|
|
39 |
% |
Total Net Revenue |
|
$ |
570,372 |
|
|
$ |
311,789 |
|
|
$ |
258,583 |
|
|
|
83 |
% |
The increase in revenue for the six months ended June 30, 2025, compared to the same period in 2024, was due to increased volume and reimbursement of clinical oncology tests performed in Genomics and increased data deliveries in our Data and Services product line.
Genomics
The increase in Genomics revenue for the six months ended June 30, 2025, compared to the same period in 2024, was primarily due to an increase in the number of Oncology tests and the addition of Hereditary tests through the acquisition of Ambry. Volume of tests increased from approximately 129,200 tests for the six months ended June 30, 2024 to approximately 365,000 tests for the six months ended June 30, 2025, of which 206,000 tests related to Hereditary testing.
Oncology tests increased from approximately 129,200 tests for the six months ended June 30, 2024 to approximately 159,000 tests for the six months ended June 30, 2025. Additionally, there was an increase in average revenue per Oncology test, which increased from approximately $1,480 for the six months ended June 30, 2024 to approximately $1,590 for the six months ended June 30, 2025. The increase in average revenue per Oncology test was driven primarily by increased Medicare reimbursement rates. The increase in the number of Oncology tests and average revenue per Oncology test resulted in a $61.6 million increase in Genomics revenue.
Hereditary tests increased to approximately 206,000 tests for the six months ended June 30, 2025 due to the acquisition of Ambry in February 2025 and resulted in an increase of $160.8 million in Genomics revenue.
Data and Services
The increase in Data and services revenue for the six months ended June 30, 2025, compared to the same period in 2024, was driven primarily by $34.7 million from increased demand for our Insights products. Across all Data and services products, the increase
in revenue in the six months ended June 30, 2025 is primarily attributable to continued growth from within our existing customer base, as well as adoption of our services by new customers that did not purchase services in the six months ended June 30, 2024.
Cost and Operating Expenses
Cost of Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, |
|
|
|
|
|
|
2025 |
|
|
2024 |
|
|
$ Change |
|
|
% Change |
|
|
|
(unaudited) |
|
|
|
|
|
|
|
|
|
(in thousands, except percentages) |
|
Cost of revenues, genomics |
|
$ |
184,539 |
|
|
$ |
121,159 |
|
|
$ |
63,380 |
|
|
|
52 |
% |
Cost of revenues, data and services |
|
|
35,591 |
|
|
|
37,420 |
|
|
|
(1,829 |
) |
|
|
-5 |
% |
Total |
|
$ |
220,130 |
|
|
$ |
158,579 |
|
|
$ |
61,551 |
|
|
|
39 |
% |
The increase in Cost of revenues for the six months ended June 30, 2025, compared to the same period in 2024, was primarily due to increases of $58.1 million in material and service costs, of which $32.4 million in material and services is due to the Ambry Acquisition, $16.2 million in personnel-related costs, of which $12.5 million is due to the Ambry Acquisition, offset by a decrease of $14.8 million of stock-based compensation expenses related to RSUs for which the performance-based vesting condition was satisfied in connection with our IPO in the prior period.
Cost of Revenues, Genomics
The increase in Cost of revenues, Genomics for the six months ended June 30, 2025, compared to the same period in 2024, was primarily due to increases of $58.1 million in material and service costs, of which $32.4 million in material and services is due to the Ambry Acquisition, $16.0 million in personnel-related costs, of which $12.5 million is due to the Ambry Acquisition, offset by a decrease of $8.9 million of stock-based compensation expense related to RSUs for which the performance-based vesting condition was satisfied in connection with our IPO in the prior period.
Cost of Revenues, Data and Services
The decrease in Cost of revenues, Data and services for the six months ended June 30, 2025, compared to the same period in 2024, was not material.
Technology Research and Development
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, |
|
|
|
|
|
|
2025 |
|
|
2024 |
|
|
$ Change |
|
|
% Change |
|
|
|
(unaudited) |
|
|
|
|
|
|
|
|
|
(in thousands, except percentages) |
|
Technology research and development |
|
$ |
67,873 |
|
|
$ |
104,975 |
|
|
$ |
(37,102 |
) |
|
|
-35 |
% |
The decrease in Technology research and development expenses for the six months ended June 30, 2025, compared to the same period in 2024, was primarily due to a decrease of $43.8 million of stock-based compensation expenses related to RSUs for which the performance-based vesting condition was satisfied in connection with our IPO in the prior period, offset by an increase of $7.2 million in personnel-related costs associated with the investment in our cloud infrastructure and new lines of business, of which $5.0 million is due to the Ambry Acquisition.
Research and Development
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, |
|
|
|
|
|
|
2025 |
|
|
2024 |
|
|
$ Change |
|
|
% Change |
|
|
|
(unaudited) |
|
|
|
|
|
|
|
|
|
(in thousands, except percentages) |
|
Research and development |
|
$ |
77,493 |
|
|
$ |
92,365 |
|
|
$ |
(14,872 |
) |
|
|
-16 |
% |
The decrease in Research and development expenses for the six months ended June 30, 2025, compared to the same period in 2024, was primarily due to a decrease of $37.9 million of stock-based compensation expense related to RSUs for which the performance-based vesting condition was satisfied in connection with our IPO in the prior period, offset by an increase of $15.5
million in personnel-related costs for employees in our research and development group, of which $12.2 million is due to the Ambry Acquisition, and $3.2 million in validation and regulatory costs.
Selling, General and Administrative
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, |
|
|
|
|
|
|
2025 |
|
|
2024 |
|
|
$ Change |
|
|
% Change |
|
|
|
(unaudited) |
|
|
|
|
|
|
|
|
|
(in thousands, except percentages) |
|
Selling, general and administrative |
|
$ |
335,339 |
|
|
$ |
542,636 |
|
|
$ |
(207,297 |
) |
|
|
-38 |
% |
The decrease in Selling, general and administrative expenses for the six months ended June 30, 2025, compared to the same period in 2024, was primarily due to a decrease of $346.3 million of stock-based compensation expenses related to RSUs for which the performance-based vesting condition was satisfied in connection with our IPO in the prior period, offset by increases of $54.4 million in personnel-related costs, of which $34.5 million is due to the Ambry Acquisition, $27.9 million in amortization of intangibles acquired from the Ambry Acquisition, $10.4 million in software and tools costs, of which $5.7 million is due to the Ambry Acquisition, $6.0 million in legal costs, and $5.5 million in acquisition costs.
Interest Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, |
|
|
|
|
|
|
2025 |
|
|
2024 |
|
|
$ Change |
|
|
% Change |
|
|
|
(unaudited) |
|
|
|
|
|
|
|
|
|
(in thousands, except percentages) |
|
Interest income |
|
$ |
2,906 |
|
|
$ |
2,749 |
|
|
$ |
157 |
|
|
|
6 |
% |
The increase in Interest income for the six months ended June 30, 2025, compared to the same period in 2024, was not material.
Interest Expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, |
|
|
|
|
|
|
2025 |
|
|
2024 |
|
|
$ Change |
|
|
% Change |
|
|
|
(unaudited) |
|
|
|
|
|
|
|
|
|
(in thousands, except percentages) |
|
Interest expense |
|
$ |
(39,582 |
) |
|
$ |
(26,533 |
) |
|
$ |
(13,049 |
) |
|
|
49 |
% |
The increase in Interest expense for the six months ended June 30, 2025, compared to the same period in 2024, was primarily driven by compounding interest on our Second Amended Note and additional interest expense from the Additional Term Loan Facility and Revolving Credit Facility.
Other Income (Expense), net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, |
|
|
|
|
|
|
2025 |
|
|
2024 |
|
|
$ Change |
|
|
% Change |
|
|
|
(unaudited) |
|
|
|
|
|
|
|
|
|
(in thousands, except percentages) |
|
Other income (expense), net |
|
$ |
14,274 |
|
|
$ |
(6,299 |
) |
|
$ |
20,573 |
|
|
|
-327 |
% |
The change in Other income (expense), net for the six months ended June 30, 2025, compared to the same period in 2024, was primarily driven by a $9.9 million increase in income due to the change in fair value of our warrant asset, $8.0 million in income from the IP License Agreement with SB Tempus, and by a $3.5 million increase in income related to gains on marketable equity securities, offset by a $0.9 million decrease in income related to the change in fair value of our warrant liability.
Benefit from (provision for) Income Taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, |
|
|
|
|
|
2025 |
|
|
2024 |
|
|
$ Change |
|
|
% Change |
|
|
(unaudited) |
|
|
|
|
|
|
|
|
(in thousands, except percentages) |
Benefit from (provision for) income taxes |
|
$ |
45,968 |
|
|
$ |
(106 |
) |
|
$ |
46,074 |
|
|
NM(1) |
(1) Not meaningful
The change in provision for income tax benefit (expense) for the six months ended June 30, 2025, compared to the same period in 2024, was due to a $46.2 million discrete tax benefit recorded from the release of a portion of the valuation allowance attributable to net deferred tax liabilities related to the acquisition of Ambry which offset certain net deferred tax assets of us.
Losses from Equity Method Investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, |
|
|
|
|
|
|
2025 |
|
|
2024 |
|
|
$ Change |
|
|
% Change |
|
|
|
(unaudited) |
|
|
|
|
|
|
|
|
|
(in thousands, except percentages) |
|
Losses from equity method investments |
|
$ |
(3,983 |
) |
|
$ |
— |
|
|
$ |
(3,983 |
) |
|
|
100 |
% |
The increase in losses from equity method investments for the six months ended June 30, 2025, compared to the same period in 2024, was due to the losses from SB Tempus.
Non-GAAP Financial Measure
To supplement our condensed consolidated financial statements prepared and presented in accordance with accounting principles generally accepted in the United States of America, or GAAP, we use adjusted EBITDA to facilitate analysis of our financial and business trends and for internal planning and forecasting purposes.
EBITDA is defined as earnings before interest, taxes, depreciation and amortization. We define adjusted EBITDA as net income (loss), adjusted to exclude (i) interest income, (ii) interest expense, (iii) depreciation and amortization, (iv) provision for (benefit from) income taxes, (v) losses on equity method investments, (vi) changes in fair value of our warrant liability, warrant asset, marketable equity securities, contingent consideration liabilities and indemnity-related holdback liabilities, (vii) stock-based compensation expense, (viii) employer payroll tax related to stock-based compensation expense, (ix) acquisition-related expenses, (x) the G-4 Special Payment (as defined in Note 11 to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q), (xi) amortization of deferred other income from our IP License Agreement with SB Tempus and (xii) franchise taxes related to our IPO. We use adjusted EBITDA in conjunction with net income or loss, its corresponding GAAP measure, as a performance measure to assess our operating performance and operating leverage in our business. The above items are excluded from our adjusted EBITDA measure because these items are non-cash in nature, or because the amount and timing of these items is unpredictable, or they are not driven by core results of operations, thereby rendering comparisons with prior periods and competitors less meaningful. We believe adjusted EBITDA provides useful information to investors and others in understanding and evaluating our results of operations, as well as provides a useful measure for period-to-period comparisons of our business performance. Moreover, adjusted EBITDA is a key measurement used by our management internally to make operating decisions, including those related to analyzing operating expenses, evaluating performance, and performing strategic planning and annual budgeting.
Adjusted EBITDA has limitations as a financial measure, should be considered as supplemental in nature, and is not meant as a substitute for, or superior to, the related financial information prepared in accordance with GAAP. Some of these limitations are that adjusted EBITDA:
•does not reflect interest income which increases cash available to us;
•excludes depreciation and amortization expense, and although these are non-cash expenses, the asset being depreciated may have to be replaced in the future, increasing our cash requirements;
•does not reflect provision for or benefit from income taxes that reduces cash available to us; and
•excludes change in fair value of warrant liabilities, contingent consideration and warrant asset.
Because of these limitations, we consider, and you should consider, adjusted EBITDA alongside other financial performance measures, including net loss and our other GAAP results. A reconciliation of our adjusted EBITDA to net loss, the most directly comparable financial measure stated in accordance with GAAP, is provided below. Investors are encouraged to review the related GAAP financial measures and the reconciliation of the non-GAAP financial measure to their most directly comparable GAAP financial measure.
The following table summarizes our adjusted EBITDA, along with net loss, the most directly comparable GAAP measure, for each period presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
|
|
(unaudited) |
|
|
|
(in thousands) |
|
Net loss |
|
$ |
(42,843 |
) |
|
$ |
(552,212 |
) |
|
$ |
(110,880 |
) |
|
$ |
(616,955 |
) |
Interest income |
|
|
(1,093 |
) |
|
|
(1,718 |
) |
|
|
(2,906 |
) |
|
|
(2,749 |
) |
Interest expense |
|
|
21,579 |
|
|
|
13,295 |
|
|
|
39,582 |
|
|
|
26,533 |
|
Depreciation |
|
|
8,347 |
|
|
|
6,415 |
|
|
|
16,230 |
|
|
|
12,684 |
|
Amortization |
|
|
19,685 |
|
|
|
2,744 |
|
|
|
32,155 |
|
|
|
5,664 |
|
Provision for (benefit from) income taxes |
|
|
212 |
|
|
|
95 |
|
|
|
(45,968 |
) |
|
|
106 |
|
EBITDA |
|
$ |
5,887 |
|
|
$ |
(531,381 |
) |
|
$ |
(71,787 |
) |
|
$ |
(574,717 |
) |
Losses on equity method investments |
|
|
2,100 |
|
|
|
— |
|
|
|
3,983 |
|
|
|
— |
|
Fair value changes(1) |
|
|
(37,546 |
) |
|
|
4,870 |
|
|
|
(5,696 |
) |
|
|
4,280 |
|
Stock-based compensation expense |
|
|
22,455 |
|
|
|
488,313 |
|
|
|
45,429 |
|
|
|
488,313 |
|
Employer payroll tax related to stock-based compensation |
|
|
1,873 |
|
|
|
4,762 |
|
|
|
7,126 |
|
|
|
4,762 |
|
Acquisition related expenses(2) |
|
|
1,992 |
|
|
|
— |
|
|
|
5,521 |
|
|
|
— |
|
G-4 Special Payment |
|
|
— |
|
|
|
2,250 |
|
|
|
— |
|
|
|
2,250 |
|
Amortization of technology license |
|
|
(3,988 |
) |
|
|
— |
|
|
|
(7,977 |
) |
|
|
— |
|
Franchise taxes related to IPO |
|
|
1,647 |
|
|
|
— |
|
|
|
1,647 |
|
|
|
— |
|
Adjusted EBITDA |
|
$ |
(5,580 |
) |
|
$ |
(31,186 |
) |
|
$ |
(21,754 |
) |
|
$ |
(75,112 |
) |
(1)Fair value changes include gains and losses related to quarterly fair value adjustments of our warrant liability, warrant asset, marketable equity securities, contingent consideration liabilities, indemnity-related holdback liabilities.
(2)Acquisition related expenses consist of legal, diligence, accounting, and financing costs incurred for acquisitions during the three and six months ended June 30, 2025.
Liquidity and Capital Resources
We have incurred significant losses and negative cash flows from operations since our inception, and as of June 30, 2025, we had an accumulated deficit of $2.3 billion.
We expect to incur additional operating losses in the near future and our operating expenses will increase as we continue to invest and develop new offerings, expand our sales organization, and increase our marketing efforts to drive market adoption of our tests. As demand for our tests continues to increase from physicians and biopharmaceutical companies, we anticipate that our capital expenditure requirements could also increase if we require additional laboratory capacity.
We have funded our operations to date principally from the sale of stock, convertible debt, term debt, the Revolving Credit Facility, and sales of our products. As of June 30, 2025, we had cash, cash equivalents and restricted cash of $188.1 million. In April 2024, we sold an aggregate of 3,489,981 shares of our Series G-5 convertible preferred stock at a price per share of $57.3069, for an aggregate purchase price of approximately $200.0 million in a private placement to an accredited investor. In June 2024, we completed our IPO, which resulted in net proceeds of $382.0 million after deducting underwriting discounts and commissions of $28.7 million. In July 2025, we completed the Offering, which resulted in net proceeds of $725.9 million after deducting the initial purchasers’ discounts and commissions and the estimated offering expenses payable by us
Based on our current business plan, we believe our current cash and cash equivalents, marketable equity securities and anticipated cash flows from operations, will be sufficient to meet our anticipated cash requirements for more than twelve months from the date of this Quarterly Report on Form 10-Q. We may raise additional capital to expand our business, to pursue strategic
investments, to take advantage of financing opportunities or for other reasons. As we grow our revenue, our accounts receivable and inventory balances will increase. Any increase in accounts receivable and inventory may not be completely offset by increases in accounts payable and accrued expenses, which could result in greater working capital requirements.
If our available cash and cash equivalents and anticipated cash flows from operations are insufficient to satisfy our liquidity requirements because of lower demand for our products as a result of lower than currently expected rates of reimbursement from our customers or other risks described elsewhere in this Quarterly Report on Form 10-Q and in our Form 10-K for the year ended December 31, 2024, we may seek to sell additional common or preferred equity or convertible debt securities, enter into a credit facility or another form of third-party funding or seek other debt financing. The sale of equity and convertible debt securities, or exercise of warrants may result in dilution to our stockholders and, in the case of preferred equity securities or convertible debt, those securities could provide for rights, preferences or privileges senior to those of our common stock. The terms of debt securities issued or borrowings pursuant to a credit agreement could impose significant restrictions on our operations. If we raise funds through collaborations and licensing arrangements, we might be required to relinquish significant rights to our platform technologies or products or grant licenses on terms that are not favorable to us. Additional capital may not be available to us on reasonable terms, or at all. The failure to obtain any required future financing may require us to reduce or eliminate certain existing operations.
Convertible Senior Notes
On July 3, 2025, we completed the Offering of $750.0 million aggregate principal amount of 0.75% Convertible Senior Notes due 2030, including the exercise in full of the initial purchasers’ over-allotment option to purchase up to an additional $100.0 million principal amount of the Notes.
The Notes are general unsecured obligations of ours and will mature on July 15, 2030, unless earlier converted, redeemed or repurchased. Interest on the Notes will accrue at a rate of 0.75% per year from July 3, 2025 and will be payable semiannually in arrears on January 15 and July 15 of each year, beginning on January 15, 2026. The Notes are convertible at the option of the holders at any time prior to the close of business on the business day immediately preceding April 15, 2030, only upon satisfaction of one or more of the following conditions: (1) during any calendar quarter commencing after the fiscal quarter ending on September 30, 2025 (and only during such calendar quarter), if the last reported sale price of our Class A common stock, for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price for the Notes on each applicable trading day; (2) during the five business day period after any ten consecutive trading day period (the “measurement period”) in which the trading price per $1,000 principal amount of the Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Class A common stock and the conversion rate for the Notes on each such trading day; (3) if we call such Notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date, but only with respect to the Notes called for redemption; or (4) upon the occurrence of specified corporate events. On or after April 15, 2030, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their Notes at their option at any time, regardless of the foregoing conditions. Upon conversion, we will pay or deliver, as the case may be, cash, shares of Class A common stock or a combination of cash and shares of Class A common stock, at our election.
The conversion rate for the Notes will initially be 11.8778 shares of Class A common stock per $1,000 principal amount of Notes, which is equivalent to an initial conversion price of approximately $84.19 per share of Class A common stock. The conversion rate for the Notes is subject to adjustment under certain circumstances. In addition, following certain corporate events that occur prior to the maturity date or if we deliver a notice of redemption in respect of the Notes, we will, in certain circumstances, increase the conversion rate of the Notes for a holder who elects to convert its Notes in connection with a corporate event or convert its Notes called for redemption during the related redemption period.
We may not redeem the Notes prior to July 20, 2028. We may redeem for cash all or any portion of the Notes, at its option, on or after July 20, 2028, if the last reported sale price of the Class A common stock has been at least 130% of the conversion price for the Notes then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, to, but excluding, the redemption date. If we redeem less than all the outstanding Notes, at least $100.0 million aggregate principal amount of Notes must be outstanding and not subject to redemption, as of, and after giving effect to, delivery of the relevant notice of redemption. No sinking fund is provided for the Notes.
If we undergo a fundamental change, holders may require us to repurchase for cash all or any portion of their Notes at a fundamental change repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest.
In connection with the pricing of the Notes on June 30, 2025, and in connection with the exercise in full by the initial purchasers of their over-allotment option to purchase additional Notes on July 1, 2025, we entered into capped call transactions, or the Capped Call, effective as of July 3, 2025, with one of the initial purchasers and certain other financial institutions. The Capped Call is expected generally to reduce the potential dilution to the Class A common stock upon any conversion of the Notes and/or offset any cash payments we are required to make in excess of the principal amount of converted Notes, with such reduction and/or offset subject to a cap based on a cap price initially equal to $111.1950 per share and is subject to certain adjustments.
Our net proceeds from the Offering were approximately $725.9 million, after deducting the initial purchasers’ discounts and commissions and the estimated offering expenses payable by us. We used a portion of the net proceeds from the Offering to repay $293.5 million of the Term Loan Facility (as defined below), which includes repayment of the principal, accrued interest, and prepayment premium. The repayment results in a loss on debt extinguishment of approximately $18.5 million.
Additionally, we paid approximately $41.8 million cost of the Capped Call from the proceeds of the Offering. We expect to use the remaining net proceeds from the Offering for general corporate purposes, which may include acquisitions or strategic investments in complementary businesses or technologies, working capital, operating expenses, capital expenditures and repayment of additional indebtedness.
Credit Facilities
On September 22, 2022, we entered into a Credit Agreement, or the Original Credit Agreement, with Ares Capital Corporation, or Ares, for a senior secured loan, or the Term Loan Facility, in an original principal amount of $175.0 million, less original issue discount of $4.4 million and deferred financing fees of $2.6 million. The Original Credit Agreement was amended on April 25, 2023 to, among other things, increase the original principal amount of the Term Loan Facility by $50.0 million, less original issue discount of $1.3 million, and was further amended on October 11, 2023 to, among other things, increase the original principal amount of the Term Loan Facility by $35.0 million, less original issue discount of $0.9 million. On February 3, 2025, we entered into a Third Amendment Agreement, or the Third Amendment Agreement, which, among other things, provided for an additional $200.0 million tranche of senior secured term loans, or the Additional Term Loan Facility, and together with the Term Loan Facility, the “Term Loan Facilities,” and the loans thereunder, the “Term Loans,” and $100.0 million in priority revolving loan commitments, or the Revolving Credit Facility, and loans thereunder, the “Revolving Loans”. We received $194.0 million under the Additional Term Loan Facility, which is the aggregate principal amount of $200.0 million, less original issue discount of $4.0 million and $2.0 million in legal fees paid to third parties, and $97.1 million in revolving loans under the Revolving Credit Facility, which is the aggregate amount of $100.0 million, less original issue discount of $2.0 million and $0.9 million in legal fees paid to third parties, the proceeds of which were used to fund the cash consideration for the Ambry Acquisition and to pay related fees. The Additional Term Loan Facility and the Revolving Credit Facility mature on February 3, 2030. The Term Loan Facility matures in September 2027. The Term Loan Facilities and Revolving Credit Facility, or together, the Credit Facilities, are subject to quarterly interest payments for Base Rate loans and at the end of the applicable interest rate period for Term Secured Overnight Financing Rate, or SOFR, loans. The Third Amendment Agreement was accounted for as a debt modification.
The Company has the option to convert the borrowing type to either a Base Rate Borrowing, which bears interest based on a Base Rate, defined as the greatest of the (a) the “Prime Rate” appearing the “Money Rates” section of the Wall Street Journal or another national publication selected by the Agent, (b) the Federal Funds Rate plus 0.50%, (c) Term SOFR for a one-month tenor in effect on such day plus 1.00% in each instance as of such day and (d) 2.00%, or a SOFR Borrowing, which bears interest based on Term SOFR. Additionally, the Company may make either a paid-in-kind, or PIK, election or a Cash election. Pursuant to the Original Credit Agreement, as amended by the Third Amendment Agreement, or the Credit Agreement, through December 31, 2025, interest on the Term Loans accrues at a per annum rate as follows: (i) for any interest period for which we elect to pay interest in cash, the cash interest rate for Base Rate and Term SOFR borrowings will be the Base Rate plus 6.25% and Term SOFR plus 7.25%, respectively, and (ii) for any interest period for which we elect to pay interest in kind, the cash interest rate for Base Rate and Term SOFR borrowings will be the Base Rate plus 4% and Term SOFR plus 5%, respectively, and the PIK interest rate will be 3.25%.
From and after January 1, 2026, interest on the Term Loans accrues at a per annum rate as follows: (i) for any interest period for which we elect to pay interest in cash, the cash interest rate for Base Rate and Term SOFR borrowings will be the Base Rate plus a margin ranging from 5.75% to 6.75% and Term SOFR plus a margin ranging from 6.75% to 7.75%, respectively, and (ii) for any interest period for which we elect to pay interest in kind, the cash interest rate for Base Rate and Term SOFR borrowings will be the Base Rate plus a margin of 4% or 4.5% and Term SOFR plus a margin of 5% or 5.5%, respectively, and the PIK interest rate will be 3.25%. The applicable margin for any interest period for which we elect to pay interest in cash will be based on a consolidated first lien leverage ratio and whether we have satisfied certain junior capital raising requirements. The applicable margin for any interest period for which we elect to pay interest in kind will be based on whether we have satisfied certain junior capital raising requirements.
Interest on the Revolving Loans accrues interest at a per annum rate equal to either, the Base Rate plus 2.75% or Term SOFR plus 3.75% At all times prior to the termination of the Revolving Credit Facility, to the extent that, on any date, the outstanding aggregate principal amount of Revolving Credit Facility is less than the greater of (x) 50.0% of the revolving commitments and (y)
$50.0 million, the amount of interest payable on the Revolving Loans shall be equal to the amount of interest that would be payable had the outstanding principal amount of Revolving Loans equaled the greater of (x) 50.0% of the revolving commitments and (y) $50.0 million, or the Minimum Revolving Interest Amount. A commitment fee will accrue on the unused amount of the Revolving Credit Facility at a per annum rate of 0.50%; provided, however, that no such fee shall accrue to the extent we are being charged the Minimum Revolving Interest Amount.
In addition, the Credit Agreement contains customary representations and warranties, financial and other covenants, and events of default, including but not limited to, limitations on earnout, milestone, or deferred purchase obligations, dividends on preferred stock and stock repurchases, cash investments, and acquisitions. We are required to maintain a minimum liquidity of at least $25 million and maintain specified amounts of consolidated revenues for the trailing twelve month period ending on the last day of each fiscal quarter. Minimum consolidated revenues shall equal either $1.0 billion for the immediately trailing twelve month period or $1.0 billion on a pro forma basis and for the fiscal quarters ending March 31, 2025 through December 31, 2025, and shall equal $1.1 billion for the fiscal quarters ending March 31, 2026 through December 31, 2026. The Credit Agreement also contains a maximum first lien leverage from and after the fiscal quarter ending March 31, 2027. We were in compliance with all covenants in the Credit Agreement as of June 30, 2025.
On June 30, 2025, in conjunction with the Offering, we entered into a Fourth Amendment to the Credit Agreement, or the Fourth Amendment Agreement. The Fourth Amendment Agreement amends the terms of the Credit Agreement to (i) permit the Offering and the related derivative transactions and (ii) provide that the Offering satisfies the junior capital raise requirement set forth in the Credit Agreement. A failure to timely satisfy the junior capital raise requirement would have resulted in a 0.50% per annum increase in the applicable margin from and after January 1, 2026. Except as noted above, the material terms of the Credit Agreement were not amended.
Convertible Promissory Note
On February 22, 2025, we amended our convertible promissory note, or the Second Amended Note, with Google LLC, or Google, originally entered into on June 22, 2020, or the Note, and subsequently amended on November 19, 2020, or the Amended Note. The amendment extended the maturity date of the Second Amended Note from March 22, 2026 to December 31, 2030. In addition, the amendment provides us the option upon maturity to repay up to 50% of the outstanding principal and accrued interest balance, or the Outstanding Amount, in shares of our Class A common stock equal to the quotient obtained by dividing (1) the Outstanding Amount on the maturity date, by (2) the average of the last trading price on each trading day during the twenty day period ending immediately prior to the maturity date.
The principal balance of the Second Amended Note was reset to $238.8 million, which is the total of the then-outstanding principal and accrued interest. Consistent with the terms of the Amended Note, the Second Amended Note bears interest at a rate of 6.0% per annum, compounded annually. The principal amount is automatically reduced each year based on a formula taking into account the aggregate value of the Google Cloud Platform services used by us. We account for the principal reductions as an offset to its cloud and compute spend within selling, general and administrative in its condensed consolidated statements of operations and comprehensive loss. The Outstanding Amount under the Second Amended Note is due and payable on the earlier of (1) December 31, 2030, which is the maturity date of the Amended Note, (2) upon the occurrence and during the continuance of an event of default, and (3) upon the occurrence of an acceleration event, which includes any termination by us of ours Google Cloud Platform agreement. We generally may not prepay the Outstanding Amount, except that we may, at our option, prepay the Outstanding Amount in an amount such that the principal amount remaining outstanding after such repayment is $150.0 million.
Cash Flows
The following table summarizes our cash flows for the periods presented:
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|
|
|
|
|
|
|
|
Six months ended June 30, |
|
|
|
2025 |
|
|
2024 |
|
|
|
(unaudited) |
|
|
|
(in thousands) |
|
Net cash used in operating activities |
|
$ |
(61,460 |
) |
|
$ |
(198,458 |
) |
Net cash (used in) provided by investing activities |
|
$ |
(385,329 |
) |
|
$ |
8,982 |
|
Net cash provided by financing activities |
|
$ |
293,042 |
|
|
$ |
502,631 |
|
Operating Activities
Cash used in operating activities during the six months ended June 30, 2025 was $61.5 million, which resulted from a net loss of $110.9 million and a net change in our operating assets and liabilities of $10.4 million, offset by non-cash charges of $59.9 million. Non-cash charges primarily consisted of $48.4 million of depreciation and amortization, $45.4 million of stock-based compensation,
$7.2 million of PIK interest added to principal, and $4.6 million of non-cash operating lease costs, offset by deferred income taxes of $46.2 million, and $6.0 million of gain on marketable equity securities. The net change in our operating assets and liabilities was primarily the result of a $49.2 million increase in accounts receivable due to increased sales and the timing of customer payments, offset by a $36.8 million increase in deferred revenue, which is primarily due to the Pathos Foundation Model agreement.
Cash used in operating activities during the six months ended June 30, 2024 was $198.5 million, which resulted from a net loss of $617.0 million and a net change in our operating assets and liabilities of $103.8 million, offset by non-cash charges of $522.3 million. Non-cash charges primarily consisted of stock-based compensation of $488.3 million, $18.3 million of depreciation and amortization, a decrease in the fair value of the warrant asset of $7.7 million, and $3.3 million of non-cash operating lease costs. The net change in our operating assets and liabilities was primarily the result of decreases in accounts payable and deferred revenue of $33.4 million and $28.7 million, respectively, and a $24.0 million increase in accounts receivable.
Investing Activities
Cash used in investing activities during the six months ended June 30, 2025 was $385.3 million, which was the result of $380.8 million cash paid related to the Ambry and Deep 6 acquisitions, purchases of property and equipment of $9.6 million, and $3.3 million of purchases of capitalized software from the Ambry Acquisition, offset by proceeds from the sale of marketable equity securities of $8.3 million.
Cash provided by investing activities during the six months ended June 30, 2024 was $9.0 million, which was the result of proceeds from the sale of marketable equity securities of $23.1 million, offset by purchases of property and equipment of $14.1 million.
Financing Activities
Cash provided by financing activities during the six months ended June 30, 2025 was $293.0 million, which was the result of net proceeds from the Additional Term Loan Facility of $196.0 million, and net proceeds from the Revolving Credit Facility of $98.0 million, offset by $1.0 million of payment of deferred financing fees.
Cash provided by financing activities during the six months ended June 30, 2024 was $502.6 million, which was the result of proceeds from the issuance of common stock in connection with our IPO, net of underwriting discounts and commissions of $382.0 million, and the issuance of Series G-5 Preferred Stock of $199.8 million, offset by $69.9 million of taxes paid related to the net settlement of a portion of the RSUs outstanding as of June 30, 2024 for which the service-based vesting condition was satisfied before June 14, 2024 and for which the performance-based vesting condition was satisfied in connection with the IPO, or the RSU Net Settlement.
Off-Balance Sheet Arrangements
We did not have during the period presented, and we do not currently have, any off-balance sheet financing arrangements or any relationships with unconsolidated entities or financial partnerships, including entities sometimes referred to as structured finance or special purpose entities, that were established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.
Critical Accounting Policies and Estimates
We have prepared our condensed consolidated financial statements in accordance with generally accepted accounting principles in the United States, or GAAP. Our preparation of these condensed consolidated financial statements requires us to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, expenses and related disclosures at the date of the condensed consolidated financial statements, as well as revenue and expenses recorded during the reporting periods. We evaluate our estimates and judgments on an ongoing basis. We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results could therefore differ materially from these estimates under different assumptions or conditions.
Other than the accounting policy disclosed below, there have been no material changes to our critical accounting policies and estimates during the six months ended June 30, 2025 as described in the Form 10-K for the year ended December 31, 2024.
Business Combinations
In accordance with ASC Topic 805, Business Combinations, the Company uses the acquisition method of accounting to allocate the purchase price of an acquired business to the assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition. The excess of the purchase price over the estimated fair value of assets and liabilities is recorded as goodwill. Assigning fair market values to the assets acquired and liabilities assumed at the date of an acquisition often requires the application of judgment regarding estimates and assumptions. These estimates include, but are not limited to, a market participant’s expectation of future cash flows from acquired customer relationships, acquired trade names, and acquired developed technology. All acquisition costs are expensed as incurred.
Recent Accounting Pronouncements
See the section titled “Summary of Significant Accounting Policies” in Note 2 to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for more information.
Emerging Growth Company Status
We are an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, our company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our condensed consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Based on the aggregate market value of shares of our Class A common stock held by non-affiliates as of June 30, 2025, we expect to become a “large accelerated filer” and no longer qualify as an emerging growth company as of December 31, 2025.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to market risk in the ordinary course of our business. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily the result of fluctuations in interest rates and foreign currency exchange rates.
Interest Rate Risk
We are exposed to market risk for changes in interest rates related primarily to our cash, cash equivalents and restricted cash, and our indebtedness. As of June 30, 2025, we had cash, cash equivalents and restricted cash of $188.1 million held primarily in cash deposits and money market funds. As of June 30, 2025, we had $579.6 million outstanding under our Term Loan Facilities and Revolving Credit Facility, which are subject to quarterly interest payments. A hypothetical 100 basis point increase or decrease in interest rates under our Term Loan Facilities and Revolving Credit Facility would not be material to our financial condition or results of operations.
Foreign Currency Risk
The majority of our revenue is generated in the United States. Through June 30, 2025, we have generated an insignificant amount of revenues denominated in foreign currencies. As we expand our presence in the international market, our results of operations and cash flows are expected to increasingly be subject to fluctuations due to changes in foreign currency exchange rates
and may be adversely affected in the future due to these related changes. As of June 30, 2025 the effect of a hypothetical 10% change in foreign currency exchange rates would not be material to our financial condition or results of operations. To date, we have not entered into any hedging arrangements with respect to foreign currency risk. As our international operations grow, we will continue to reassess our approach to manage our risk relating to fluctuations in currency rates.
Inflation Risk
We are also exposed to inflation risk and inflationary factors, such as increases in raw material and overhead costs, which could impair our operating results. Although we do not believe that inflation has had a material impact on our financial position or results of operations to date, a high rate of inflation in the future may have an adverse effect on our ability to maintain current levels of gross margin and operating expenses as a percentage of revenue.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, our principal executive officer and principal financial officer have concluded that these disclosure controls and procedures were effective at a reasonable assurance level as of June 30, 2025.
Changes in Internal Control Over Financial Reporting
There was no change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Limitations on Effectiveness of Controls and Procedures
Our management, including our Chief Executive Officer and Chief Financial Officer, believes that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level. However, the effectiveness of any internal control over financial reporting is subject to inherent limitations, including the exercise of judgment in designing, implementing, operating, and evaluating the controls and procedures, and the inability to eliminate misconduct completely. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
