0001818331-23-000068 | 10-Q | XBRL Viewer

Business Combinations

9 Months Ended

Sep. 30, 2023

Business Combination and Asset Acquisition [Abstract]

Legacy GeneDx Acquisition

On April 29, 2022, the Company completed the Acquisition. At the closing of the Acquisition, the Company paid OPKO gross cash consideration of $150 million (before deduction of transaction expenses and other customary purchase price adjustments) and issued to OPKO 2.4 million shares of the Company’s Class A common stock ($172 million based on the closing date share price of $70.95 per share). A portion of this cash and stock consideration was held in escrow for a one year escrow period ending in May 2023. On May 15, 2023, the Company completed the net working capital settlement with OPKO and released the remaining escrowed amount recorded in restricted cash. In addition, a portion of the $150 million was payable following the closing of the Acquisition due to the achievement of the first revenue-based milestone for the fiscal year ended December 31, 2022 and the remaining Milestone Payment of up to $37.5 million will be payable if certain revenue-based milestones are achieved for the fiscal year ending December 31, 2023. During the nine months ended September 30, 2023, the first Milestone Payment became due and payable in full and resulted in the issuance of 701,460 shares of the Company’s Class A common stock on April 14, 2023. The remaining Milestone Payment, if and to the extent earned under the terms of the Acquisition Merger Agreement, will be satisfied through the payment and/or issuance of a combination of cash and shares of the Company’s Class A common stock (valued at $160.38 per share, subject to adjustment for stock splits and similar changes), with such mix to be determined in the Company’s sole discretion. Concurrently with the closing of the Acquisition, the Company also issued and sold in a private placement 1,515,152 shares of the Company’s Class A common stock to certain institutional investors for aggregate gross proceeds of $200 million (the “Acquisition PIPE Investment”).

The following table presents the net purchase price and the fair values of the assets and liabilities of Legacy GeneDx (in thousands):


Cash and cash equivalents	$	—
Accounts receivables	21,651
Inventory	6,210
Prepaid expenses	4,671
Other current assets	320
Property and equipment	29,509
Other non-current assets	6,464
Trade names and trademarks	50,000
Developed technology	48,000
Customer relationships	98,000
Accounts payable and accrued expenses	(12,862)
Other current liabilities	(15,781)
Deferred tax liabilities	(51,779)
Long-term lease liabilities	(5,798)
Fair value of net assets acquired	178,605
Goodwill (1)	185,871
Aggregate purchase price	$	364,476

(1)Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired. See Note 9, “Goodwill and Intangible Assets” for more detail.

The amounts above represent the fair value estimates at the time of the Acquisition and adjustments during the measurement period which is complete.

Goodwill and Intangible Assets - Schedule of Acquired Intangible Assets (Details) $ in Thousands	Sep. 30, 2023 USD ($)
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 196,000
Accumulated Amortization	19,869
Net Carrying Value	176,131
Tradenames and trademarks
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	50,000
Accumulated Amortization	4,427
Net Carrying Value	45,573
Developed technology
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	48,000
Accumulated Amortization	8,500
Net Carrying Value	39,500
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	98,000
Accumulated Amortization	6,942
Net Carrying Value	$ 91,058

Property and Equipment, net - Components (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 139,724	$ 152,987
Less: accumulated depreciation and amortization	(103,978)	(101,460)
Property and equipment, net	35,746	51,527
Laboratory equipment
Property, Plant and Equipment [Line Items]
Total property and equipment	38,126	41,255
Equipment under finance leases
Property, Plant and Equipment [Line Items]
Total property and equipment	15,328	21,384
Leasehold improvements
Property, Plant and Equipment [Line Items]
Total property and equipment	32,269	35,561
Capitalized software
Property, Plant and Equipment [Line Items]
Total property and equipment	32,171	32,171
Building under finance lease
Property, Plant and Equipment [Line Items]
Total property and equipment	4,530	6,276
Construction in-progress
Property, Plant and Equipment [Line Items]
Total property and equipment	4,601	3,386
Computer equipment
Property, Plant and Equipment [Line Items]
Total property and equipment	9,170	9,177
Furniture, fixtures and other equipment
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 3,529	$ 3,777

Segment Reporting (Tables)

9 Months Ended

Sep. 30, 2023

Segment Reporting [Abstract]

Schedule of Segment Reporting Information


	Three months ended September 30,
	2023						2022
(in thousands)	GeneDx		Legacy Sema4		Total		GeneDx		Legacy Sema4		Total
Revenue	$	50,350	$	2,953	$	53,303	$	45,581	$	37,653	$	83,234
Adjusted cost of services	26,079		225		26,304		24,905		36,603		61,508
Adjusted gross profit (1)	24,271		2,728		26,999		20,676		1,050		21,726

Reconciliations:
Depreciation and amortization	1,613		—		1,613		947		4,256		5,203
Stock-based compensation	75		—		75		174		1,303		1,477
Restructuring charges	52		—		52		—		1,497		1,497
Gross profit (loss)	$	22,531	$	2,728	$	25,259	$	19,555	$	(6,006)	$	13,549


	Nine months ended September 30,
	2023						2022
(in thousands)	GeneDx		Legacy Sema4		Total		GeneDx		Legacy Sema4		Total
Revenue	$	136,269	$	8,879	$	145,148	$	71,716	$	101,628	$	173,344
Adjusted cost of services	81,357		2,305		83,662		40,522		125,435		165,957
Adjusted gross profit (loss) (1)	54,912		6,574		61,486		31,194		(23,807)		7,387

Reconciliations:
Depreciation and amortization	3,322		113		3,435		1,603		9,732		11,335
Stock-based compensation	631		(1,971)		(1,340)		327		4,341		4,668
Restructuring charges	108		31		139		—		1,808		1,808
Gross profit (loss)	$	50,851	$	8,401	$	59,252	$	29,264	$	(39,688)	$	(10,424)

(1)Adjusted Cost of Services and Adjusted Gross Profit exclude depreciation and amortization expense, stock-based compensation expense and restructuring costs.

Fair Value Measurements

9 Months Ended

Sep. 30, 2023

Fair Value Disclosures [Abstract]

Fair Value Measurements

Financial assets and liabilities are recorded at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. For further information regarding the Company’s fair value measurements, see Note 2, “Summary of Significant Accounting Policies” included within our Annual Report on Form 10-K for the year ended December 31, 2022.

The following tables set forth the fair value of financial instruments that were measured at fair value on a recurring basis (in thousands):


	September 30, 2023								December 31, 2022
	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3
Financial Liabilities:
Public warrant liability	$	444	$	444	$	—	$	—	$	280	$	280	$	—	$	—
Private warrant liability	216		—		216		—		138		—		138		—


Contingent consideration based on milestone achievement	—		—		—		—		7,619		—		—		7,619
Total financial liabilities	$	660	$	444	$	216	$	—	$	8,037	$	280	$	138	$	7,619

The Company’s loan from the Connecticut Department of Economic and Community Development (“DECD”) is classified within Level 2 of the fair value hierarchy. The loan was recorded at its carrying value of $6.3 million at December 31, 2022 and September 30, 2023 with $0.2 million of recorded in other current liabilities on the consolidated balance sheets at September 30, 2023. The fair value was $4.8 million, which is estimated based on discounted cash flows using the yields of similar debt instruments of other companies with similar credit profiles.

Of the $114.3 million cash, cash equivalents, and marketable securities presented in the condensed consolidated balance sheets at September 30, 2023, $80.1 million was in money market funds, $6.1 million in U.S. treasury bonds and $21.1 million in corporate and municipal bonds, all of which are classified within Level 1 of the fair value hierarchy as the fair value was based on quoted prices in active markets. The $26.9 million marketable securities presented in the condensed consolidated balance sheet at September 30, 2023 have maturity dates ranging from 2024 through 2026. All of these marketable securities are classified as current assets as these investments are intended to be available to the Company for use in funding current operations. Of the $123.9 million cash and cash equivalents presented on the consolidated balance sheets at December 31, 2022, $16.9 million was in money market funds and classified within Level 1 of the fair value hierarchy as the fair value was based on quoted prices in active markets.

The Company’s outstanding warrants include publicly traded warrants (the “Public Warrants”) which were originally issued in CMLS’s initial public offering (“the IPO”) and warrants sold in a private placement to CMLS Holdings LLC (the “Private Warrants”). The Company evaluated its warrants under ASC 815-40-Derivatives and Hedging—Contracts in Entity’s Own Equity, and concluded that they do not meet the criteria to be classified in stockholders’ equity. Since the Public Warrants and Private Warrants meet the definition of a derivative under ASC 815, the Company recorded these warrants as non-current liabilities on the balance sheet at fair value upon the closing of the Business Combination, with subsequent changes in their respective fair values recognized in non-operating income (expenses), net in the condensed consolidated statements of operations and comprehensive loss at each reporting date. At September 30, 2023, the Public Warrants are classified within Level 1 of the fair value hierarchy as they are traded in active markets. The Private Warrants are classified within Level 2 of the fair value hierarchy as management determined the fair value of each Private Warrant is the same as that of a Public Warrant because the terms are substantially the same. A loss of $0.4 million and $0.2 million was recorded for the three and nine months ended September 30, 2023 within the change in fair market value of warrant and earn-out contingent liabilities in the consolidated statements of operations and comprehensive loss based on remeasurement performed at the period end date.

The earn-out contingent liabilities include the Company’s contingent obligation to issue earn-out shares for Legacy Sema4 stockholders (which obligation expired in July 2023) (“Earn-out Shares”) as well as the Company’s obligation to pay out the first Milestone Payment of $112.5 million to OKPO and the contingent obligation to make an additional second Milestone Payment of up to $37.5 million to OPKO if a certain revenue-based milestone is achieved for the fiscal year ended December 31, 2023.

The fair value of the Earn-out Shares was determined based on a Monte Carlo simulation valuation model. At September 30, 2023 and December 31, 2022, the fair value was zero. During the nine months ended September 30, 2022, the Company recognized a $10.2 million gain reflecting the change in fair market value of warrant and earn-out contingent liabilities in the condensed consolidated statements of operations and comprehensive loss.

The Milestone Payment contingent liability represents additional acquisition consideration to pay up to $37.5 million based on the achievement of Legacy GeneDx revenue-based milestone in fiscal year 2023 and the obligation to payout the first milestone of $112.5 million in shares of the Company’s Class A common stock. Subject to the terms and conditions of the Acquisition Merger Agreement, (a) the first Milestone Payment of $112.5 million became due and payable in full as Legacy GeneDx revenue exceeded $163 million for the fiscal year 2022 and (b) the second Milestone Payment of $37.5 million will become due and payable if the revenue of the Legacy GeneDx group for the fiscal year 2023 equals or exceeds $219 million; provided that 80% of the second Milestone Payment will become payable in respect of the second milestone period if the Legacy GeneDx group achieves 90% of the Milestone Event revenue target for such period, which amount will scale on a linear basis up to 100% of the second Milestone Payment at 100% of the revenue target. The first Milestone Payment resulted in the issuance of 701,460 shares of the Company’s Class A common stock on April 14, 2023. The second Milestone Payment will be satisfied through the payment and/or issuance of a combination of cash and shares of the Company’s Class A common stock (valued at $160.38 per share), with such mix to be determined at the Company’s sole discretion.

The Company determined and recorded the fair value of the Milestone Payments as zero at September 30, 2023. For the three and nine months ended September 30, 2023, a gain of $1.0 million and a gain of $0.9 million was recorded in the

change in fair market value of warrant and earn-out contingent liabilities, respectively, in the condensed consolidated statements of operations and comprehensive loss based on re-measurement performed at the period end date. The fair value of the second milestone was determined based on a Monte Carlo simulation valuation model and the key assumptions include revenue projections, revenue volatility of 18%. The fair value of the first milestone was determined based on the Company’s expectation to settle the liability in shares and share price of $5.96 per share.

The earn-out contingent liabilities are categorized as Level 3 of the fair value hierarchy as the Company utilizes unobservable inputs in estimating the fair value. There were no transfers between Level 1, Level 2 and Level 3 during the periods presented.

- 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

Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Apr. 30, 2022	Apr. 29, 2022
GeneDx
Finite-Lived Intangible Assets [Line Items]
Goodwill	$ 0		$ 0		$ 0	$ 185,900	$ 185,871
Tradenames and trademarks
Finite-Lived Intangible Assets [Line Items]
Amortization of intangible assets	700	$ 800	2,300	$ 1,300
Developed technology
Finite-Lived Intangible Assets [Line Items]
Amortization of intangible assets	1,500	1,500	4,500	2,500
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Amortization of intangible assets	$ 1,300	$ 1,200	$ 3,700	$ 2,000

- Definition

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Basis of Presentation

The accompanying condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the accounting disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Accordingly, the condensed consolidated financial statements do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, the condensed consolidated financial

statements reflect all normal recurring adjustments considered necessary for a fair statement of the financial position and the results of operations of the Company for the interim periods presented. Interim results are not necessarily indicative of the results of operations or cash flows for a full year or any subsequent interim period. The accompanying condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

On May 4, 2023, at the commencement of trading, the Company effected a 1-for-33 reverse stock split (the “Reverse Stock Split”). Accordingly, all share and per share amounts for the periods presented in the accompanying condensed consolidated financial statements and notes thereto have been adjusted retroactively, where applicable, to reflect the reverse stock split. No fractional shares were issued in connection with the reverse stock split.

Certain reclassifications have been made to the prior year condensed consolidated financial statements in order to conform to the current year’s presentation.

Use of Estimates

The preparation of our condensed consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and the related disclosures at the date of the condensed consolidated financial statements as well as the reported amounts of revenues and expenses during the periods presented. The Company bases these estimates on current facts, historical and anticipated results, trends and various other assumptions that it believes are reasonable in the circumstances, including assumptions as to future events. These estimates include, but are not limited to, the transaction price for certain contracts with customers, potential or actual claims for recoupment from third-party payors, the capitalization of software costs, the valuation of stock-based awards, inventory, earn-out contingent liabilities and earn-out Restricted Stock Units (“RSUs”). Actual results could differ materially from those estimates, judgments and assumptions.

Summary of Significant Accounting Policies

There have been no material changes to the Company’s critical accounting policies and estimates as compared to the critical accounting policies and estimates disclosed in the Company’s audited consolidated financial statements and notes thereto included within its Annual Report on Form 10-K for the year ended December 31, 2022, other than the Company’s policy for accounting for available-for-sale marketable securities discussed below.

Marketable Securities

The Company’s investments in marketable securities are classified as available-for-sale and are reported at fair value. These marketable securities are classified as current assets as these investments are intended to be available to the Company for use in funding current operations. Unrealized gains and losses on available-for-sale securities are classified in accumulated other comprehensive gain (loss) within stockholders’ equity. The unrealized gain at September 30, 2023 was nominal. Changes in the fair value of available-for-sale securities impact earnings only when such securities are sold, or an allowance for expected credit losses or impairment is recognized. We regularly evaluate our portfolio of marketable securities for expected credit losses and impairment. In making this judgement, we evaluate, among other things, the extent to which the fair value of a security is less than its amortized cost; the financial condition of the issuer, including the credit quality, and any changes thereto; and our intent to sell, or whether we will more likely than not be required to sell, the security before recovery of its amortized cost basis. Our assessment of whether a marketable security has a credit loss or is impaired could change in the future due to new developments or changes in assumptions related to any particular security.

Concentration of Credit Risk and Other Risks and Uncertainties

The Company assesses both the self-pay patient and, if applicable, the third-party payor that reimburses the Company on the patient’s behalf when evaluating the concentration of credit risk. Significant patients and payors are those that represent more than 10% of the Company’s total revenues for the period or accounts receivable balance at each respective balance sheet date. The significant concentrations of accounts receivable at September 30, 2023 and December 31, 2022 were primarily from managed care insurance companies, institutional billed accounts, and data arrangements. There was no individual patient or client that accounted for 10% or more of the Company’s revenue or accounts receivable for any of the periods presented. The Company does not require collateral as a means to mitigate patient or payor credit risk.

For each significant payor, revenue as a percentage of total revenues and accounts receivable as a percentage of total accounts receivable are as follows:


	Revenue				Accounts Receivable
	Three months ended September 30,		Nine months ended September 30,		September 30,	December 31,
	2023	2022	2023	2022	2023	2022
Payor B (1)	14%	27%	17%	29%	*	14%


Payor E	17%	15%	26%	12%	12%	14%

* less than 10%

(1)This payor includes multiple individual plans and the Company calculates and presents the aggregated value from all plans, which is consistent with the Company’s portfolio approach used in accounting for diagnostic test revenue.

The Company is subject to a concentration of risk from a limited number of suppliers for certain reagents and laboratory supplies. One supplier accounted for approximately 4% and 16% of purchases for the three months ended September 30, 2023 and 2022, respectively, and 11% and 13% for the nine months ended September 30, 2023 and 2022, respectively. A separate supplier accounted for approximately 8% and 5% of purchases for the three months ended September 30, 2023 and 2022, respectively and 10% and 2% for the nine months ended September 30, 2023 and 2022. This risk is managed by maintaining a target quantity of surplus stock. Alternative suppliers are available for some or all of these reagents and supplies.

Warrant Liability (Legacy Sema4)

At the consummation of the Business Combination in July 2021, there were 666,516 warrants to purchase shares of Class A common stock outstanding, including 447,223 public warrants and 219,293 private placement warrants. At September 30, 2023, there were 666,515 warrants to purchase shares of Class A common stock outstanding, including 448,442 public warrants and 218,073 private placement warrants outstanding. Each warrant expires five years after the Business Combination or earlier upon redemption or liquidation, and entitles the holder to purchase one share of Class A common stock at an exercise price of $379.50 per share, subject to adjustment, at any time commencing on September 4, 2021.

The Company may redeem the outstanding public warrants if the price per share of the Class A common stock equals or exceeds $594.00 as described below:

•in whole and not in part;

•at a price of $0.33 per public warrant;

•upon not less than 30 days’ prior written notice of redemption to each warrant holder; and

•if, and only if, the closing price of the Class A common stock equals or exceeds $594.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending three trading days before sending the notice of redemption to warrant holders.

The Company may redeem the outstanding public warrants if the price per share of the Class A common stock equals or exceeds $330.00 as described below:

•in whole and not in part;

•at $3.30 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the common stock;

•if, and only if, the closing price of the Class A common stock equals or exceeds $330.00 per share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and

•if the closing price of the common stock for any 20 trading days within a 30-trading day period ending three trading days before the Company sends notice of redemption to the warrant holders is less than $594.00 per share (as adjusted), the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above.

The private placement warrants were issued to CMLS Holdings, LLC, Mr. Munib Islam, Dr. Emily Leproust and Mr. Nat Turner, and are identical to the public warrants underlying the units sold in the initial public offering, except that (1) the private placement warrants and the common stock issuable upon the exercise of the private placement warrants would not

be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions, (2) the private placement warrants are exercisable on a cashless basis, (3) the private placement warrants are non-redeemable (except as described above, upon a redemption of warrants when the price per share of Class A common stock equals or exceeds $330.00) so long as they are held by the initial purchasers or their permitted transferees, and (4) the holders of the private placement warrants and the common stock issuable upon the exercise of the private placement warrants have certain registration rights. If the private placement warrants are held by someone other than the initial purchasers or their permitted transferees, the private placement warrants will be redeemable by the Company and exercisable by such holders on the same basis as the public warrants.

The Company accounts for warrants as liability-classified instruments based on an assessment of the warrant terms and applicable authoritative guidance in accordance with ASC 480-Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815-Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, whether the warrants meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815. This assessment is conducted at the time of warrant issuance and at each subsequent quarterly period end date while the warrants are outstanding.

Contingent Consideration (Legacy GeneDx)

In connection with the Acquisition, up to $150 million of contingent payments will be payable to OPKO Health, Inc. (“OPKO”) in cash and/or shares of Company’s Class A common stock with such mix to be determined in the Company’s sole discretion, based upon achievement of 2022 and 2023 revenue milestones, pursuant to the Acquisition Merger Agreement (as defined below) (the “Milestone Payments”). If the Company elects to pay in shares of Class A common stock, the Acquisition Merger Agreement provides that the shares issues are to be valued at $160.38 per share for a maximum of 935,280 shares.

Subject to the terms and conditions of the Acquisition Merger Agreement, (a) the first Milestone Payment was paid out in full through the issuance of 701,460 shares valued at $112.5 million in April 2023 as the revenue of the Legacy GeneDx group for the fiscal year 2022 exceeded $163 million and (b) the second Milestone Payment of $37.5 million will become due and payable if the revenue of the Legacy GeneDx group for the fiscal year 2023 equals or exceeds $219 million (each of clauses (a) and (b), a “Milestone Event”); provided that 80% of the second Milestone Payment will become payable in respect of the second milestone period if the Legacy GeneDx group achieves 90% of the Milestone Event revenue target for such period, which amount will scale on a linear basis up to 100% of the second Milestone Payment at 100% of the revenue target. The first Milestone Payment resulted in the issuance of 701,460 shares of the Company’s Class A common stock on April 14, 2023. If the Company elects to pay in shares of Class A common stock, the second Milestone Payment would require the issuance of up to 233,820 shares of the Company’s Class A common stock. The fair value of the second Milestone Payment was estimated using a Monte Carlo simulation valuation model and was determined to be zero at September 30, 2023.

Earn-out Contingent Liability

In connection with the Business Combination, all Legacy Sema4 stockholders and option holders at that time became entitled to a pro rata share of 576,412 earn-out shares and earn-out RSUs. In July 2023, the Company’s obligations to issue earn-out shares pursuant to that certain Agreement and Plan of Merger (as amended, the “Business Combination Merger Agreement”), dated February 9, 2021, and shares pursuant to the earn-out RSUs expired as a result of the vesting conditions not being achieved. Based on an assessment of the earn-out shares for the Legacy Sema4 stockholders, the Company considered ASC 480 and ASC 815 and accounted for the earn-out shares as a liability. The Company subsequently measured the fair value of the liability at each reporting period and changes in fair value were recorded as a component of non-operating income (expenses), net, in the condensed consolidated statements of operations and comprehensive loss.

The fair value of the earn-out shares issued to the Legacy Sema4 stockholders at September 30, 2023 was estimated using a Monte Carlo simulation valuation model and was determined to be zero.

As for the earn-out RSUs for the Legacy Sema4 option holders, a total of 81,819 RSUs were granted on December 9, 2021. The vesting of such arrangement was conditioned on the satisfaction of both a service requirement and on the satisfaction of a market-based requirement. The market-based requirement would have been achieved if the Company’s stock price was greater than or equal to $429 (Triggering Event I), $495 (Triggering Event II) and $594 (Triggering Event III) during the applicable performance period, based on the volume-weighted average price for a period of at least 20 days out of 30 consecutive trading days. Therefore, the Company accounted for this arrangement in accordance with ASC 718- Compensation — Stock Compensation (“ASC 718”) and stock-based compensation expense was recognized over the

longer of the expected achievement period for the market-based requirement and the service requirement. In the event that any earn-out RSUs were forfeited as a result of a failure to achieve the service requirement, the underlying shares were reallocated on an annual basis to the Legacy Sema4 stockholders and to the Legacy Sema4 option holders who remained employed as of the date of such reallocation. The Company accounted for the re-allocations to Legacy Sema4 option holders as new grants. The Company recorded $0.8 million reduction in stock-based compensation expense in relation to the forfeiture of the earn-out RSUs by the Legacy Sema4 option holders for the nine months ended September 30, 2023. No forfeitures were recorded for the three and nine months ended September 30, 2023 and the three and nine months ended September 30, 2022.

Recently Adopted Accounting Pronouncements

In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). The new credit losses standard changes the impairment model for most financial assets and certain other instruments. For trade and other receivables, contract assets recognized as a result of applying ASC 606, loans and certain other instruments, entities will be required to use a new forward looking “expected loss” model that generally will result in earlier recognition of credit losses than under today’s incurred loss model. The Company adopted ASU 2016-13 effective January 1, 2023 and the adoption did not have material impact in the condensed consolidated statements of operations and comprehensive loss.

Recently Issued Accounting Pronouncements Not Yet Adopted

The Company has reviewed the recently issued Accounting Standards Update accounting pronouncements and does not believe that the adoption of any such pronouncements will have a material impact on its financial statements or related disclosures.

Summary of Significant Accounting Policies - Narrative (Details)				1 Months Ended	3 Months Ended		9 Months Ended		12 Months Ended
	Apr. 14, 2023 shares	Apr. 29, 2022 $ / shares shares	Dec. 09, 2021 day $ / shares shares	Apr. 30, 2023 USD ($) shares	Sep. 30, 2023 USD ($) $ / shares shares	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($) day $ / shares shares	Sep. 30, 2022 USD ($)	Dec. 31, 2022 USD ($)	Sep. 04, 2021 $ / shares	Jul. 22, 2021 shares
Property, Plant and Equipment [Line Items]
Purchase of warrants (in shares) \| shares					666,515		666,515				666,516
Expected term (in years)					5 years		5 years
Target share price of warrants or rights for redemption (in dollars per share)					$ 594.00		$ 594.00
Redemption price per warrant (in dollars per share)							$ 0.33
Number of days for written notice of redemption \| day							30
Minimum number of trading days \| day							30
Contingent consideration based on milestone achievement \| $					$ 0		$ 0		$ 0
Stock-based compensation \| $					431,000	$ 1,273,000	$ 586,000	$ 41,553,000
Restricted Stock Units (RSUs)
Property, Plant and Equipment [Line Items]
Restricted stock units granted (in shares) \| shares							1,601,270
GeneDx
Property, Plant and Equipment [Line Items]
Business combination, contingent consideration arrangements \| $					150,000,000		$ 150,000,000		150,000,000
Number of shares issuable (in shares) \| shares				701,460
Business combination contingent consideration milestone payment for first year \| $				$ 112,500,000
Business combination contingent consideration liability period 1 \| $							163,000,000		163,000,000
Business combination contingent consideration milestone payment for second year \| $							37,500,000
Business combination contingent consideration liability period 2 \| $							$ 219,000,000
Business combination contingent consideration first milestone (as percent)							80.00%
Business combination contingent consideration revenue target of milestone event (as percent)							100.00%
Business combination contingent consideration percentage of milestone payment based on revenue target (as percent)							100.00%
Contingent consideration based on milestone achievement \| $					0		$ 0
GeneDx \| Contingent Consideration, Milestone Two
Property, Plant and Equipment [Line Items]
Business combination, contingent consideration arrangements \| $					37,500,000		37,500,000		$ 37,500,000
Contingent consideration based on milestone achievement \| $					0		$ 0
GeneDx \| Minimum
Property, Plant and Equipment [Line Items]
Business combination contingent consideration revenue target of milestone event (as percent)							90.00%
Sema4 OpCo, Inc
Property, Plant and Equipment [Line Items]
Number of shares issuable (in shares) \| shares							576,412
Contingent consideration based on milestone achievement \| $					$ 0		$ 0
Sema4 OpCo, Inc \| Restricted Stock Units (RSUs)
Property, Plant and Equipment [Line Items]
Restricted stock units granted (in shares) \| shares			81,819
Stock-based compensation \| $							$ 800,000
Sema4 OpCo, Inc \| Restricted Stock Units (RSUs) \| Triggering Event I
Property, Plant and Equipment [Line Items]
Public per share (in dollars per share)			$ 429
Sema4 OpCo, Inc \| Restricted Stock Units (RSUs) \| Triggering Event II
Property, Plant and Equipment [Line Items]
Minimum number of trading days \| day			20
Consecutive trading day threshold \| day			30
Public per share (in dollars per share)			$ 495
Sema4 OpCo, Inc \| Restricted Stock Units (RSUs) \| Triggering Event III
Property, Plant and Equipment [Line Items]
Public per share (in dollars per share)			$ 594
Class A Common Stock Equals or Exceeds, $18.00
Property, Plant and Equipment [Line Items]
Minimum number of trading days \| day							20
Consecutive trading day threshold \| day							30
Class A common stock
Property, Plant and Equipment [Line Items]
Purchase of aggregate private placement warrants (shares) \| shares					1		1
Warrant exercise price (in dollars per share)										$ 379.50
Target share price of warrants or rights for redemption (in dollars per share)					$ 330.00		$ 330.00
Minimum number of trading days \| day							20
Consecutive trading day threshold \| day							30
Common stock threshold, number of trading days before notice of redemption \| day							3
Redemption on warrant holders (in dollars per share)							$ 594.00
Class A common stock \| GeneDx
Property, Plant and Equipment [Line Items]
Price per shares (in dollars per share)		$ 70.95			160.38		$ 160.38
Number of shares issuable (in shares) \| shares	701,460	2,400,000					701,460
Public per share (in dollars per share)		$ 160.38
Class A common stock \| GeneDx \| If election is made
Property, Plant and Equipment [Line Items]
Price per shares (in dollars per share)		$ 160.38
Class A common stock \| GeneDx \| If election is made \| Maximum
Property, Plant and Equipment [Line Items]
Number of shares issuable (in shares) \| shares		935,280
Class A common stock \| OPKO \| Contingent Consideration, Milestone Two
Property, Plant and Equipment [Line Items]
Number of shares issuable (in shares) \| shares	233,820
Class A common stock \| Class A Common Stock Equals or Exceeds, $18.00
Property, Plant and Equipment [Line Items]
Minimum threshold price of common stock specified to send notice of redemption to the warrant holders (in dollars per share)							$ 594.00
Minimum number of trading days \| day							20
Consecutive trading day threshold \| day							30
Class A common stock \| Class A Common Stock Equals or Exceeds, $10.00
Property, Plant and Equipment [Line Items]
Target share price of warrants or rights for redemption (in dollars per share)					$ 330.00		$ 330.00
Redemption price per warrant (in dollars per share)							$ 3.30
Number of days for written notice of redemption \| day							30
Public Warrants
Property, Plant and Equipment [Line Items]
Purchase of warrants (in shares) \| shares					448,442		448,442				447,223
Private Placement Warrants
Property, Plant and Equipment [Line Items]
Purchase of warrants (in shares) \| shares					218,073		218,073				219,293
Purchases \| Supplier Concentration Risk \| Supplier A
Property, Plant and Equipment [Line Items]
Concentration risk, percentage					4.00%	16.00%	11.00%	13.00%
Purchases \| Supplier Concentration Risk \| Supplier B
Property, Plant and Equipment [Line Items]
Concentration risk, percentage					8.00%	5.00%	10.00%	2.00%

Condensed Consolidated Statement of Stockholders' Equity (Unaudited) (Parenthetical) - Class A common stock - Common Stock

9 Months Ended

Sep. 30, 2022

Shares issued for acquisition (in shares)

2,424,243

^[1]

Escrow Agent

Shares issued for acquisition (in shares)

251,965

[1]

Of the 2.4 million shares issued for acquisition, 251,965 shares were held by an escrow agent for a one year escrow period. During this period, the seller retained all rights with respect to the escrow shares, including voting rights and rights to receive dividends and other distributions on such escrow shares.

Net loss per Share - Basic and Diluted (Details) $ / shares in Units, $ in Thousands		3 Months Ended		9 Months Ended
	May 04, 2023	Sep. 30, 2023 USD ($) $ / shares shares	Sep. 30, 2022 USD ($) $ / shares shares	Sep. 30, 2023 USD ($) $ / shares shares	Sep. 30, 2022 USD ($) $ / shares shares
Numerator:
Net loss attributable to common stockholders \| $		$ (42,286)	$ (77,581)	$ (149,994)	$ (240,219)
Denominator:
Denominator for basic earnings per share-weighted-average common shares (in shares) \| shares		25,788,747	11,538,308	23,777,327	9,741,250
Denominator for diluted earnings per share-weighted-average common shares (in shares) \| shares		25,788,747	11,538,308	23,777,327	9,741,250
Basic loss income per share (in dollars per share) \| $ / shares		$ (1.64)	$ (6.72)	$ (6.31)	$ (24.66)
Diluted loss income per share (in dollars per share) \| $ / shares		$ (1.64)	$ (6.72)	$ (6.31)	$ (24.66)
Reverse stock split, conversion ratio	0.03			0.03

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
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-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
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-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 29: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Subparagraph (b)
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Reference 30: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (f)
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Reference 31: http://www.xbrl.org/2003/role/disclosureRef
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Reference 32: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
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Reference 33: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
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-Paragraph 32
-Subparagraph (c)
-Publisher FASB
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Reference 34: http://www.xbrl.org/2003/role/disclosureRef
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Reference 35: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 36: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 10
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-Paragraph 1A
-Subparagraph (a)
-Publisher FASB
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Reference 37: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
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Reference 38: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 39: http://fasb.org/us-gaap/role/ref/legacyRef
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-Paragraph 1
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-URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1

+ Details

Long-Term Debt - Loan Narrative (Details) - USD ($)		1 Months Ended
Long-Term Debt - Loan Narrative (Details) - USD ($)	Oct. 27, 2023	Oct. 27, 2023	Sep. 30, 2023	Nov. 15, 2021
Revolving Credit Facility \| SVB Agreement
Debt Instrument [Line Items]
Revolving credit facility				$ 125,000,000
Long-term line of credit			$ 0
Letter of Credit \| SVB Agreement
Debt Instrument [Line Items]
Revolving credit facility				$ 20,000,000
Perceptive Term Loan Facility \| Credit Agreement \| Subsequent Event
Debt Instrument [Line Items]
Revolving credit facility	$ 75,000,000	$ 75,000,000
Debt instrument, interest rate, increase (decrease)		4.00%
Volume weighted average price period		10 days
Perceptive Term Loan Facility \| Credit Agreement \| Subsequent Event \| Warrant Shares
Debt Instrument [Line Items]
Number of shares to purchase (in shares)	1,200,000	1,200,000
Perceptive Term Loan Facility \| Credit Agreement \| Subsequent Event \| Initial Warrant Shares
Debt Instrument [Line Items]
Number of shares to purchase (in shares)	800,000	800,000
Warrant exercise price (in dollars per share)	$ 3.1752	$ 3.1752
Perceptive Term Loan Facility \| Credit Agreement \| Subsequent Event \| Additional Warrant Shares
Debt Instrument [Line Items]
Number of shares to purchase (in shares)	400,000	400,000
Perceptive Term Loan Facility \| Credit Agreement \| Subsequent Event \| Minimum
Debt Instrument [Line Items]
Prepayment premium (as percent)	0.00%
Perceptive Term Loan Facility \| Credit Agreement \| Subsequent Event \| Maximum
Debt Instrument [Line Items]
Prepayment premium (as percent)	10.00%
Perceptive Term Loan Facility \| Credit Agreement \| Subsequent Event \| Secured Overnight Financing Rate (SOFR)
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate		7.50%
Perceptive Term Loan Facility \| Credit Agreement, Tranche A Loan \| Subsequent Event
Debt Instrument [Line Items]
Revolving credit facility	$ 50,000,000	$ 50,000,000
Proceeds from loan		49,000,000
Perceptive Term Loan Facility \| Credit Agreement, Tranche B Loan \| Subsequent Event
Debt Instrument [Line Items]
Revolving credit facility	$ 25,000,000	$ 25,000,000

Revenue Recognition

9 Months Ended

Sep. 30, 2023

Revenue from Contract with Customer [Abstract]

Revenue Recognition

Disaggregated revenue

The following table summarizes the Company’s disaggregated revenue by payor category (in thousands):


	Three months ended September 30,
	2023						2022
	GeneDx		Legacy Sema4		Consolidated		Consolidated
Diagnostic test revenue:
Patients with third-party insurance	$	32,825	$	2,950	$	35,775	$	64,391
Institutional customers	15,720		—		15,720		15,244
Self-pay patients	457		3		460		1,855
Total diagnostic test revenue	49,002		2,953		51,955		81,490
Other revenue	1,348		—		1,348		1,744
Total	$	50,350	$	2,953	$	53,303	$	83,234


	Nine months ended September 30,
	2023						2022
	GeneDx		Legacy Sema4		Consolidated		Consolidated
Diagnostic test revenue:
Patients with third-party insurance	$	82,801	$	8,876	$	91,677	$	133,251
Institutional customers	47,528		—		47,528		30,395
Self-pay patients	1,232		3		1,235		4,343
Total diagnostic test revenue	131,561		8,879		140,440		167,989
Other revenue	4,708		—		4,708		5,355
Total	$	136,269	$	8,879	$	145,148	$	173,344

Reassessment of variable consideration

Subsequent changes to the estimate of the transaction price, determined on a portfolio basis when applicable, are generally recorded as adjustments to revenue in the period of the change. The Company updates estimated variable consideration quarterly.

For the three months ended September 30, 2023, the quarterly change in estimate resulted in a net $3.0 million which included the partial release of a third party payor reserve established in prior periods. During the nine months ended September 30, 2022, the quarterly change in estimate resulted in a net $30.1 million decrease to revenue for tests in which the performance obligation of delivering the test results was met in prior periods, with $24.2 million of this decrease relating to fiscal years ended December 31, 2021 and prior. The changes in estimate are a result of changes in the estimated transaction price due to contractual adjustments, obtaining updated information from payors and patients that was unknown at the time the performance obligation was met and settlements with third party payors.

Certain payor matters

As noted above, third-party payors, including government programs, may decide to deny payment or seek to recoup payments for tests performed by the Company that they contend were improperly billed, not medically necessary or against their coverage determinations, or for which they believe they have otherwise overpaid, including as a result of their own error. As a result, the Company may be required to refund payments already received, and the Company’s revenues may be subject to retroactive adjustment as a result of these factors among others, including without limitation, differing interpretations of billing and coding guidance, and changes by government agencies and payors in interpretations, requirements, policies and/or “conditions of participation” in various programs. The Company processes requests for recoupment from third-party payors in the ordinary course of its business, and it is likely that the Company will continue to do so in the future. If a third-party payor denies payment for testing or recoups money from the Company in a later period, reimbursement and the associated recognition of revenue for the Company’s testing services could decline.

As an integral part of the Company’s billing compliance program, in the third quarter of 2022, the Company instituted a third-party review of billing claims and compliance practices, and initiated improvements including implementing a package of new billing compliance policies and procedures and strengthening the Company’s billing compliance team at Legacy Sema4. From time to time, the Company may have an obligation to reimburse Medicare, Medicaid, and third-party payors for overpayments regardless of fault. Settlements with third-party payors for retroactive adjustments due to audits, reviews, or investigations are considered variable consideration and are included in the determination of the estimated transaction price for providing services. These settlements are estimated based on the terms of the payment agreement with the payor, correspondence from the payor, the Company’s historical settlement activity (if any), and the Company’s assessment of the probability a significant reversal of cumulative revenue recognized will occur when the uncertainty is subsequently resolved. Estimated settlements are adjusted in future periods as such adjustments become known (that is, if new information becomes available), or as years are settled or are no longer subject to such audits, reviews, and investigations.

Throughout 2022, the Company was engaged in discussions with one of its third-party payors (the “Payor”) regarding certain overpayments to Legacy Sema4. On December 30, 2022, the Company entered into a settlement agreement with the Payor in order to settle the claims related to coverage and billing matters allegedly resulting in the overpayments to Legacy Sema4 by the Payor to the Company (the “Disputed Claims”). Under the settlement agreement, $42.0 million is to be paid by the Company to the Payor in a series of installments over the next four years with the final installment payment scheduled to be made on or before June 30, 2026. The first installment payment of $15.0 million was made on December

31, 2022 and the next installment of $5.0 million is due in December 2023. In consideration for these payments, the Payor has agreed to provide releases of the Disputed Claims, which releases became effective on or about March 31, 2023.

As a result of this matter, and in connection with a review of certain billing policies and procedures undertaken by management, the Company considered the need to establish reserves for potential recoupments of payments previously made by third-party payors. At September 30, 2023, the Company continued to carry liabilities that were initially established at June 30, 2022, as a result of this matter and other potential settlements with payors, as adjusted at September 30, 2023, based on the current facts and an evaluation of anticipated results that the Company believes reasonable for all potential recoupments for all third-party payors combined. At September 30, 2023 and December 31, 2022, $32.2 million and $39.0 million of liabilities were recorded in accounts payable and accrued expenses and other liabilities, respectively. See Note 15, “Supplemental Financial Information”. The Company uses estimates, judgments, and assumptions to assess whether it is probable that a significant reversal in the amount of cumulative revenue may occur in future periods, based upon information presently available. These estimates are subject to change. In addition, as discussed above, the Company has made certain adjustments to its estimated variable consideration as result of this matter and other potential settlements with payors.

Remaining performance obligations

For certain long-term collaboration service agreements with original expected durations of more than one year, the Company’s obligations pursuant to such agreement represents partially unsatisfied performance obligations at September 30, 2023. The revenues remaining under the agreements are estimated to be approximately $3.9 million. The Company expects to recognize the majority of this revenue over approximately the next 2 years.

Costs to fulfill contracts

Costs associated with fulfilling the Company’s performance obligations pursuant to its collaboration service agreements include costs for services that are subcontracted to Icahn School of Medicine at Mount Sinai (“ISMMS”). Amounts prepaid are expensed in line with the pattern of revenue recognition. Prepayment of amounts prior to the costs being incurred are recognized in the condensed consolidated balance sheets as current or non-current based upon forecasted performance.

At September 30, 2023 and December 31, 2022, the Company had outstanding deferred costs to fulfill contracts of less than $0.4 million and $0.3 million, respectively, which were recorded as prepaid expenses and other current assets in the condensed consolidated balance sheets. The Company expect to make additional payments to ISMMS under an amended subcontract agreement with ISMMS.

Amortization of deferred costs was $0.4 million and $0.5 million for the three months ended and $1.5 million and $1.5 million for the nine months ended September 30, 2023 and 2022, respectively. The amortization costs were recorded in the cost of services in the condensed consolidated statements of operations and comprehensive loss.

- 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
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-9

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-10

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-15

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-13

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Topic 606
-Publisher FASB
-URI https://asc.fasb.org//606/tableOfContent

+ Details

Property and Equipment, net

9 Months Ended

Sep. 30, 2023

Property, Plant and Equipment [Abstract]

Property and Equipment, net

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


	September 30, 2023		December 31, 2022
Laboratory equipment	$	38,126	$	41,255
Equipment under finance leases	15,328		21,384
Leasehold improvements	32,269		35,561
Capitalized software	32,171		32,171
Building under finance lease	4,530		6,276
Construction in-progress	4,601		3,386
Computer equipment	9,170		9,177
Furniture, fixtures and other equipment	3,529		3,777
Total property and equipment	139,724		152,987
Less: accumulated depreciation and amortization	(103,978)		(101,460)
Property and equipment, net	$	35,746	$	51,527

For the three months ended September 30, 2023 and 2022, depreciation and amortization expense was $5.2 million and $7.0 million, respectively. For the nine months ended September 30, 2023 and 2022, depreciation and amortization expense was $17.1 million and $19.4 million, respectively. This included software amortization expense of $0.2 million and $1.7 million for the three months ended and $5.9 million and $5.0 million for the nine months ended September 30, 2023 and 2022, respectively. For intangible amortization, see Note 9, “Goodwill and Intangible Assets”.

For the nine months ended September 30, 2023, the Company recorded a $3.4 million charge to accelerate the amortization for certain capitalized software projects associated with Legacy Sema4 that are not expected to be utilized.

For the nine months ended September 30, 2023, the Company recorded a $3.0 million gain on sale of assets during the period associated with the closure of Legacy Sema4 facilities.

In March 2023, the Company entered into an agreement with ISMMS to use its commercially reasonable efforts to exercise the early termination option existing in the lease agreement between ISMMS and the lessor. This triggered lease modification accounting to shorten the total lease term, from a total of 23 years remaining to an estimated 13 years remaining, as the Company intends to exercise this option. The Company is required to make a payment of $8.4 million as an early termination fee if it chooses to exercise this option. This modification resulted in an increase in the operating lease liability by $2.0 million and an increase in the finance lease liability by $2.6 million, respectively, due to reassessment and reapplication of the incremental borrowing rate at the lease modification date.

During the third quarter of 2023, the Company identified additional indicators of impairment related to the ISMMS sublease agreements. As a result, the Company recorded an $8.3 million non-cash impairment charge in its condensed consolidated statements of operations and comprehensive loss for the three months ended September 30, 2023, of which $4.8 million was allocated to the right-of-use asset associated with the sublease. For the nine months ended September 30, 2023, the Company recorded a $9.9 million non-cash impairment charge in its condensed consolidated statements of operations and comprehensive loss, of which $5.6 million was allocated to the right-of-use asset associated with the sublease, which included indicators of impairment related to the ISMMS sublease agreements during the first quarter of 2023.

Depreciation and amortization expense is included within the condensed consolidated statements of operations and comprehensive loss as follows (in thousands):


	Three months ended September 30,				Nine months ended September 30,
	2023		2022		2023		2022
Cost of services	$	1,613	$	5,203	$	3,435	$	11,335
Research and development	283		1,973		5,791		5,811
Selling and marketing	—		1		2		3
General and administrative	3,270		(182)		7,894		2,276
Total depreciation and amortization expenses	$	5,166	$	6,995	$	17,122	$	19,425

Restructuring Costs - Narrative (Details) $ in Millions				1 Months Ended
Restructuring Costs - Narrative (Details) $ in Millions	Oct. 30, 2023 position	Aug. 23, 2023 position	Dec. 14, 2022 position	Oct. 30, 2023 USD ($)	Dec. 31, 2022
Restructuring Cost and Reserve [Line Items]
Number of positions eliminated		50	500
Number of positions eliminated, expected percent					32.50%
Subsequent Event
Restructuring Cost and Reserve [Line Items]
Number of positions eliminated	35
Number of positions eliminated, period percent				10.00%
Annual cost reduction \| $				$ 40

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares	Sep. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Preferred stock par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	1,000,000	1,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, authorized (in shares)	1,000,000,000	1,000,000,000
Common stock, issued (in shares)	25,875,389	11,773,065
Common stock, outstanding (in shares)	25,875,389	11,773,065

Related Party Transactions (Tables)

9 Months Ended

Sep. 30, 2023

Schedule of Related Party Expenses

Total related party revenues are included within diagnostic test revenue and other revenue in the condensed consolidated statements of operations and comprehensive loss as follows (in thousands):


	Three months ended September 30,				Nine months ended September 30,
	2023		2022		2023		2022
Diagnostic test revenue	$	813	$	809	$	2,457	$	1,392
Other revenue	—		149		—		296
Total related party revenues	$	813	$	958	$	2,457	$	1,688

Total related party costs are included within cost of services and other, net in the condensed consolidated statements of operations and comprehensive loss as follows (in thousands):


	Three months ended September 30,				Nine months ended September 30,
	2023		2022		2023		2022
Cost of services	$	1,305	$	1,103	$	3,769	$	3,507
Other, net	1,782		1,697		4,581		4,712
Total related party costs	$	3,087	$	2,800	$	8,350	$	8,219

Stock-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2023

Share-Based Payment Arrangement [Abstract]

Schedule of Stock Option Activity

The following summarizes the stock option activity during the nine months ended September 30, 2023:


	Stock Options Outstanding	Weighted Average Exercise Price
Balance at December 31, 2022	798,873	$	49.83
Options granted	44,080	$	7.89
Options exercised	(50,444)	$	5.05
Options forfeited or canceled	(169,279)	$	78.82
Balance at September 30, 2023	623,230	$	11.00
Options exercisable at September 30, 2023	769,312	$	18.03

Schedule of Valuation Assumptions

The fair value of the stock option awards for the nine months ended September 30, 2023 were estimated using the Black-Scholes option pricing model with the following assumptions:


			Nine months ended September 30, 2023
Expected volatility			105.00%
Expected term (in years)			5.5
Risk-free interest rate			4.03%
Dividend yield			—
Fair value of Class A common stock			$6.35

Schedule of Restricted Stock Units Activity

The following table summarizes the activity related to the Company's time-based RSUs:


	Restricted Stock Units Outstanding	Weighted Average Grant Date Fair Value Per Unit
Balance at December 31, 2022	855,061	$	77.88
Restricted Stock Units granted	1,601,270	$	24.38
Restricted Stock Units vested	(328,242)	$	63.20
Restricted Stock Units forfeited	(430,308)	$	70.39
Balance at September 30, 2023	1,697,781	$	18.14

Schedule of Stock-Based Compensation Expense

Stock-based compensation expense for all awards granted and outstanding is included within the condensed consolidated statements of operations and comprehensive loss as follows (in thousands):


	Three months ended September 30,				Nine months ended September 30,
	2023		2022		2023		2022
Cost of services	$	75	$	1,477	$	(1,340)	$	4,668
Research and development	(533)		(8,164)		(265)		2,692
Selling and marketing	(115)		2,050		(195)		5,714
General and administrative	1,004		5,910		2,386		28,479
Total stock-based compensation expense	$	431	$	1,273	$	586	$	41,553

Restructuring Costs - Restructuring Costs (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Restructuring Cost and Reserve [Line Items]
Restructuring costs	$ 2,191	$ 8,992	$ 4,548	$ 18,554
Restructuring charges			4,548
Severance
Restructuring Cost and Reserve [Line Items]
Restructuring costs	2,191	7,297	4,530	12,532
Restructuring charges			4,530
Others
Restructuring Cost and Reserve [Line Items]
Restructuring costs	$ 0	$ 1,695	18	$ 6,022
Restructuring charges			$ 18

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Operating activities
Net loss	$ (149,994)	$ (240,219)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense	27,640	25,269
Impairment loss	10,402	0
Gain on sale of assets	(2,954)	0
Stock-based compensation expense	586	41,553
Gain on debt forgiveness	(2,750)	0
Change in fair value of warrant and earn-out contingent liabilities	(685)	(54,350)
Deferred tax benefit	(515)	(49,176)
Provision for excess and obsolete inventory	3,634	732
Third party payor reserve release	(6,848)	0
Non-cash lease expense	684	1,112
Amortization of deferred debt issuance costs	387	387
Change in operating assets and liabilities:
Accounts receivable	10,726	5,491
Inventory	682	(5,239)
Accounts payable and accrued expenses	(39,913)	28,557
Other assets and liabilities	(1,371)	(8,618)
Net cash used in operating activities	(150,289)	(254,501)
Investing activities
Consideration on escrow paid for GeneDx acquisition	(12,144)	(127,004)
Purchases of property and equipment	(2,874)	(4,990)
Proceeds from sale of assets	3,887	0
Purchases of marketable securities	(43,935)	0
Proceeds from sales of marketable securities	16,665	0
Development of internal-use software assets	(461)	(6,494)
Net cash used in investing activities	(38,862)	(138,488)
Financing activities
Proceeds from PIPE issuance, net of issuance costs	0	197,659
Proceeds from offerings, net of issuance costs	143,002	0
Finance lease payoff and principal payments	(2,133)	(2,632)
Long-term debt principal payments	(2,000)	0
Exercise of stock options	266	2,223
Net cash provided by financing activities	139,135	197,250
Net decrease in cash, cash equivalents and restricted cash	(50,016)	(195,739)
Cash, cash equivalents and restricted cash, at beginning of period	138,303	401,469
Cash, cash equivalents and restricted cash, at end of period	88,287	205,730
Supplemental disclosures of cash flow information
Cash paid for interest	1,116	1,795
Cash paid for taxes	1,178	487
Stock consideration paid for purchase of business	0	172,000
Purchases of property and equipment in accounts payable and accrued expenses	1,220	1,546
Software development costs in accounts payable and accrued expenses	$ 0	$ 448

Goodwill and Intangible Assets

9 Months Ended

Sep. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

As discussed in Note 3, “Business Combinations”, upon the Acquisition of Legacy GeneDx in April 2022, the Company recorded initial goodwill of $185.9 million through its preliminary purchase allocation. The purchase price allocation for acquired businesses may be modified for up to one year from the date of acquisition if additional facts or circumstances lead to changes in the Company’s preliminary purchase accounting estimates. The Company is complete with measurement period adjustments at April 29, 2023.

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


Balance at December 31, 2022	$	—
Additions	—
Measurement period adjustments	478
Impairment charges	(478)
Balance at September 30, 2023	$	—

The following table reflects the carrying values and remaining useful lives of the acquired intangible assets identified based on the Company’s preliminary purchase accounting assessments at September 30, 2023 (in thousands):


	Gross Carrying Amount		Accumulated Amortization		Net Carrying Value
Tradenames and trademarks	$	50,000	$	4,427	$	45,573
Developed technology	48,000		8,500		39,500
Customer relationships	98,000		6,942		91,058
	$	196,000	$	19,869	$	176,131

Amortization expense for tradenames and trademarks of $0.7 million and $0.8 million was recorded in general and administrative for the three months ended and $2.3 million and $1.3 million for the nine months ended September 30, 2023 and 2022, respectively, within the condensed consolidated statements of operations and comprehensive loss. Amortization expense for developed technology was $1.5 million and $1.5 million for the three months ended September 30, 2023 and 2022, respectively, and $4.5 million and $2.5 million for the nine months ended September 30, 2023 and 2022, respectively, and in each case, was recorded in general and administrative expenses within the condensed consolidated statements of operations and comprehensive loss. Amortization expense for customer relationships of $1.3 million and $1.2 million for the three months ended and $3.7 million and $2.0 million for the nine months ended September 30, 2023 and 2022, respectively was recorded in selling and marketing within the condensed consolidated statements of operations and comprehensive loss.

Long-Term Debt (Tables)

9 Months Ended

Sep. 30, 2023

Debt Disclosure [Abstract]

Schedule of Long-Term Debt Maturities

At September 30, 2023, long-term debt matures as follows (in thousands):


2023 (remainder of year)	$	—
2024	497
2025	1,211
2026	1,234
2027	1,260
Thereafter	2,048
Total debt	6,250
Less: current portion of long-term debt	(198)
Total long-term debt, net of current maturities	$	6,052

Supplemental Financial Information - Cash, Cash Equivalents And Restricted Cash (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022	Sep. 30, 2022	Dec. 31, 2021
Other Liabilities Disclosure [Abstract]
Cash and cash equivalents	$ 87,387	$ 123,933
Restricted cash	900	14,370
Total	$ 88,287	$ 138,303	$ 205,730	$ 401,469

Net loss per Share (Tables)

9 Months Ended

Sep. 30, 2023

Earnings Per Share [Abstract]

Schedule of Computation of Basic and Diluted Net Loss Per Share

Basic and diluted loss per share attributable to common stockholders was calculated as follows (amounts in thousands, except for share and per share amounts):


	Three months ended September 30,				Nine months ended September 30,
	2023		2022		2023		2022
Numerator:
Net loss attributable to common stockholders	$	(42,286)	$	(77,581)	$	(149,994)	$	(240,219)
Denominator:
Denominator for basic and diluted earnings per share-weighted-average common shares	25,788,747		11,538,308		23,777,327		9,741,250
Basic and diluted loss income per share	$	(1.64)	$	(6.72)	$	(6.31)	$	(24.66)

Schedule of Potentially Dilutive Securities Excluded From Computation of Diluted Net Loss Per Share

The following tables summarize the outstanding shares of potentially dilutive securities that were excluded from the computation of diluted net loss per share attributable to common stockholders for the period presented because including them would have been anti-dilutive:


	September 30,
	2023	2022
Outstanding options and RSUs to purchase Class A common stock	2,321,011	1,699,949
Outstanding warrants	666,515	666,515
Outstanding earn-out shares	—	532,367
Outstanding earn-out RSUs	—	44,044
Total	2,987,526	2,942,875

Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2023	Oct. 30, 2023
Entity Listings [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2023
Document Transition Report	false
Entity File Number	001-39482
Entity Registrant Name	GeneDx Holdings Corp.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-1966622
Entity Address, Address Line One	333 Ludlow Street
Entity Address, Address Line Two	North Tower
Entity Address, Address Line Three	6th Floor
Entity Address, City or Town	Stamford
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06902
City Area Code	800
Local Phone Number	298-6470
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	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		25,884,279
Entity Central Index Key	0001818331
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q3
Amendment Flag	false
Class A common stock
Entity Listings [Line Items]
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	WGS
Security Exchange Name	NASDAQ
Warrants to purchase one share of Class A common stock, each at an exercise price of $379.50 per share
Entity Listings [Line Items]
Title of 12(b) Security	Warrants to purchase one share of Class A common stock, each at an exercise price of $379.50 per share
Trading Symbol	WGSWW
Security Exchange Name	NASDAQ

Segment Reporting

9 Months Ended

Sep. 30, 2023

Segment Reporting [Abstract]

Segment Reporting

Segment ReportingThe Company’s business is aligned with how the chief operating decision maker (“CODM”) reviews performance and makes decisions in managing the Company. At September 30, 2023, the Company has identified two reportable segments: (i) GeneDx inclusive of Legacy GeneDx and Legacy Sema4 data revenues and associated costs and (ii) Legacy Sema4 diagnostics. The GeneDx segment primarily provides pediatric and rare disease diagnostics with a focus on whole exome and genome sequencing and, to a lesser extent, data and information services. The Legacy Sema4 diagnostics segment provided reproductive and women’s health and somatic oncology diagnostic testing and screening products and has been completely shut down. Segment information is consistent with how management reviews the business, makes investing and resource allocation decisions and assesses operating performance. The CODM evaluates segment performance based on revenue and adjusted gross margin.


	Three months ended September 30,
	2023						2022
(in thousands)	GeneDx		Legacy Sema4		Total		GeneDx		Legacy Sema4		Total
Revenue	$	50,350	$	2,953	$	53,303	$	45,581	$	37,653	$	83,234
Adjusted cost of services	26,079		225		26,304		24,905		36,603		61,508
Adjusted gross profit (1)	24,271		2,728		26,999		20,676		1,050		21,726

Reconciliations:
Depreciation and amortization	1,613		—		1,613		947		4,256		5,203
Stock-based compensation	75		—		75		174		1,303		1,477
Restructuring charges	52		—		52		—		1,497		1,497
Gross profit (loss)	$	22,531	$	2,728	$	25,259	$	19,555	$	(6,006)	$	13,549


	Nine months ended September 30,
	2023						2022
(in thousands)	GeneDx		Legacy Sema4		Total		GeneDx		Legacy Sema4		Total
Revenue	$	136,269	$	8,879	$	145,148	$	71,716	$	101,628	$	173,344
Adjusted cost of services	81,357		2,305		83,662		40,522		125,435		165,957
Adjusted gross profit (loss) (1)	54,912		6,574		61,486		31,194		(23,807)		7,387

Reconciliations:
Depreciation and amortization	3,322		113		3,435		1,603		9,732		11,335
Stock-based compensation	631		(1,971)		(1,340)		327		4,341		4,668
Restructuring charges	108		31		139		—		1,808		1,808
Gross profit (loss)	$	50,851	$	8,401	$	59,252	$	29,264	$	(39,688)	$	(10,424)

(1)Adjusted Cost of Services and Adjusted Gross Profit exclude depreciation and amortization expense, stock-based compensation expense and restructuring costs.

Prior period comparable results have been reclassified to conform with the Company’s current two reportable segment presentation.

Management manages assets on a total company basis, not by reporting segment. The CODM does not regularly review any asset information by reporting segment and, accordingly, the Company does not report asset information by reporting segment.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
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-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-15

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-31

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Summary of Significant Accounting Policies - Concentration Risk (Details) - Customer Concentration Risk	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Revenue \| Payor B
Concentration Risk [Line Items]
Concentration risk, percentage	14.00%	27.00%	17.00%	29.00%
Revenue \| Payor E
Concentration Risk [Line Items]
Concentration risk, percentage	17.00%	15.00%	26.00%	12.00%
Accounts Receivable \| Payor B
Concentration Risk [Line Items]
Concentration risk, percentage					14.00%
Accounts Receivable \| Payor E
Concentration Risk [Line Items]
Concentration risk, percentage			12.00%		14.00%

Supplemental Financial Information - Other Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Other Liabilities Disclosure [Abstract]
Warrant liability	$ 660	$ 418
Earn-out contingent liability	0	1,600
Third party payor reserve	22,000	22,000
Total	$ 22,660	$ 24,018

Net loss per Share - Potentially Dilutive Securities (Details) - shares	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	2,987,526	2,942,875
Outstanding options and RSUs to purchase Class A common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	2,321,011	1,699,949
Outstanding warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	666,515	666,515
Outstanding earn-out shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	0	44,044
Outstanding earn-out RSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	0	532,367

Litigation and Contingencies	9 Months Ended
Litigation and Contingencies	Sep. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
Litigation and Contingencies	Litigation and Contingencies The Company is a party to various actions and claims arising in the normal course of business. The Company does not believe that the outcome of these matters will have a material effect on the Company’s condensed consolidated financial position, results of operations or cash flows. However, no assurance can be given that the final outcome of such proceedings will not materially impact the Company’s condensed consolidated financial condition or results of operations. Except as described below, the Company was not a party to any material legal proceedings at September 30, 2023, nor is it a party to any material legal proceedings at the date of issuance of these condensed consolidated financial statements; however, we may become involved in various claims and legal actions arising in the ordinary course of business. On September 7, 2022, a shareholder class action lawsuit was filed in the United States District Court for the District of Connecticut against the Company and certain of the Company’s current and former officers. Following the appointment of a lead plaintiff, an amended complaint was filed on January 30, 2023. As amended, the complaint purports to bring suit on behalf of stockholders who purchased the Company’s publicly traded securities between March 14, 2022 and August 15, 2022. The complaint purports to allege that defendants made false and misleading statements about the Company’s business, operations and prospects in violation of Sections 10(b) and 20(a) of the Exchange Act, and seeks unspecified compensatory damages, fees and costs. The defendants moved to dismiss the amended complaint on August 21, 2023. That motion is pending. The Company believes the allegations and claims made in the complaint are without merit. On February 7, 2023, a stockholder commenced a lawsuit in the Delaware Court of Chancery. The suit is brought as a class action on behalf of stockholders of CMLS who did not redeem their shares in connection with the Business Combination. The suit names as defendants all directors of CMLS at the time of the transaction, including directors who continue to serve on the Company’s board of directors, as well as CMLS Holdings LLC (the “Former Sponsor”). The Company is not named as a defendant. The complaint alleges that the July 2, 2021 proxy statement mailed to CMLS stockholders in connection with the transaction contained false and misleading statements, and purports to assert a claim of breach of fiduciary duty against all individual defendants, and a similar claim against the Former Sponsor and certain individuals for breach of fiduciary duty as control persons. The suit seeks to recover unspecified damages on behalf of the alleged class, among other relief. After defendants moved to dismiss the case, plaintiff filed an amended complaint on July 6, 2023, revising certain allegations and adding third parties as defendants. The defendants answered the amended complaint on September 15, 2023. The Company believes the allegations and claims made in the amended complaint are without merit. The Company is subject to certain claims for advancement and indemnification by the individual defendants in this proceeding.

Stock-Based Compensation - Schedule of Assumptions (Details) - Options to purchase common stock	9 Months Ended
	Sep. 30, 2023 $ / shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility	105.00%
Expected term (in years)	5 years 6 months
Risk-free interest rate	4.03%
Dividend yield	0.00%
Fair value of Class A common stock (in dollars per share)	$ 6.35

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-Section 35
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-URI https://asc.fasb.org//1943274/2147480483/718-10-35-1D

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 2
-Subparagraph (d)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 2
-Subparagraph (e)(1)
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Reference 23: http://www.xbrl.org/2003/role/disclosureRef
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Reference 24: http://www.xbrl.org/2003/role/disclosureRef
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Reference 25: http://www.xbrl.org/2003/role/disclosureRef
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Reference 26: http://www.xbrl.org/2003/role/disclosureRef
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Reference 27: http://www.xbrl.org/2003/role/disclosureRef
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Reference 28: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 2
-Subparagraph (f)(2)(v)
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-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

+ Details

Supplemental Financial Information - Narrative (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022	Sep. 30, 2022
Business Acquisition [Line Items]
Restricted cash	$ 900	$ 14,370
Money Market Funds
Business Acquisition [Line Items]
Restricted cash			$ 900
GeneDx
Business Acquisition [Line Items]
Restricted cash		$ 12,100	$ 13,500

Income Taxes	9 Months Ended
Income Taxes	Sep. 30, 2023
Income Tax Disclosure [Abstract]
Income Taxes	Income TaxesIncome tax benefit for the nine months ended September 30, 2023 and 2022 was $0.5 million and $49.1 million, respectively. Income taxes for these periods are recorded at the Company’s estimated annual effective income tax rate, subject to adjustments for discrete events should they occur. The Company’s estimated annual effective tax rate was 0.35% and 0.05% for the nine months ended September 30, 2023 and 2022, respectively.The difference between the Company’s effective tax rates in 2023 and 2022 compared to the U.S. statutory tax rate of 21% is primarily due to changes in valuation allowances associated with the Company’s assessment of the likelihood of the recoverability of deferred tax assets. The Company currently has valuation allowances against a significant portion of its deferred tax assets primarily related to its net operating loss carryforwards and tax credit carryforwards.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 17
-Subparagraph (b)
-Publisher FASB
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

Goodwill and Intangible Assets (Tables)

9 Months Ended

Sep. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

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


Balance at December 31, 2022	$	—
Additions	—
Measurement period adjustments	478
Impairment charges	(478)
Balance at September 30, 2023	$	—

Schedule of Acquired Intangible Assets


	Gross Carrying Amount		Accumulated Amortization		Net Carrying Value
Tradenames and trademarks	$	50,000	$	4,427	$	45,573
Developed technology	48,000		8,500		39,500
Customer relationships	98,000		6,942		91,058
	$	196,000	$	19,869	$	176,131

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 24
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482548/350-20-55-24

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
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Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
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-Section 50
-Paragraph 1
-Subparagraph (b)
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Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
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-Topic 350
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-Section 50
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Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
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-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-2

+ Details

Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

Schedule of Revenue and Accounts Receivable Concentration Percentages

For each significant payor, revenue as a percentage of total revenues and accounts receivable as a percentage of total accounts receivable are as follows:


	Revenue				Accounts Receivable
	Three months ended September 30,		Nine months ended September 30,		September 30,	December 31,
	2023	2022	2023	2022	2023	2022
Payor B (1)	14%	27%	17%	29%	*	14%


Payor E	17%	15%	26%	12%	12%	14%

* less than 10%

Business Combinations (Tables)

9 Months Ended

Sep. 30, 2023

Business Combination and Asset Acquisition [Abstract]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The following table presents the net purchase price and the fair values of the assets and liabilities of Legacy GeneDx (in thousands):


Cash and cash equivalents	$	—
Accounts receivables	21,651
Inventory	6,210
Prepaid expenses	4,671
Other current assets	320
Property and equipment	29,509
Other non-current assets	6,464
Trade names and trademarks	50,000
Developed technology	48,000
Customer relationships	98,000
Accounts payable and accrued expenses	(12,862)
Other current liabilities	(15,781)
Deferred tax liabilities	(51,779)
Long-term lease liabilities	(5,798)
Fair value of net assets acquired	178,605
Goodwill (1)	185,871
Aggregate purchase price	$	364,476

(1)Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired. See Note 9, “Goodwill and Intangible Assets” for more detail.

Long-Term Debt

9 Months Ended

Sep. 30, 2023

Debt Disclosure [Abstract]

Long-Term Debt

At September 30, 2023, long-term debt matures as follows (in thousands):


2023 (remainder of year)	$	—
2024	497
2025	1,211
2026	1,234
2027	1,260
Thereafter	2,048
Total debt	6,250
Less: current portion of long-term debt	(198)
Total long-term debt, net of current maturities	$	6,052

Connecticut Department of Economic and Community Development Funding Commitment

In June 2017, ISMMS assigned a loan funding commitment from the DECD to the Company (the “DECD Loan Agreement”) to support the Genetic Sequencing Laboratory Project in Branford, Connecticut, with funding based on the achievement of certain project development phases. The DECD Loan Agreement provided for a total loan commitment of $15.5 million at a fixed annual interest rate of 2.0% for a term of 10 years. The Company was required to make interest-only payments through July 2023 and principal and interest payments commencing in August 2023. The final payment of principal and interest was due in July 2028. However, under the terms of the DECD Loan Agreement, the DECD granted a partial principal loan forgiveness of up to $12.3 million in the aggregate. Such forgiveness was contingent upon the Company achieving certain job creation and retention milestones and $4.5 million had been forgiven at December 31, 2022. This commitment was collateralized by a security interest in certain machinery and equipment the Company acquired from ISMMS, as defined in a separate security agreement.

In January 2023, the Company amended the DECD Loan Agreement, which resulted in the Company agreeing to pay $2.0 million in principal, obtaining $2.8 million in debt forgiveness for achieving its Phase 2 job milestone, and agreeing to two new forgiveness milestone targets for its Phase 3 job milestone (eligible for $2 million in forgiveness) and a final phase job milestone (eligible for $1 million in forgiveness) (the “2022 Amended DECD Loan Agreement”). Upon execution of this amendment, the Company paid the $2.0 million in principal and received $2.75 million in debt forgiveness, both of which were classified as current liabilities at December 31, 2022 and the Company recognized the debt forgiveness as other (expense) income, net in the condensed consolidated statements of operations and comprehensive loss for the nine months ended September 30, 2023. The terms of the 2022 Amended DECD Loan Agreement require the Company to make interest-only payments through July 2024 and principal and interest payments commencing in August 2024 through July 2029 at the same fixed annual interest rate of 2.0%. The other terms of the 2022 Amended DECD Loan Agreement remained the same.

The outstanding loan balance from the 2022 Amended DECD Loan Agreement was $6.3 million at September 30, 2023.

Entry into Perceptive Term Loan Facility

Subsequent to September 30, 2023, on October 27, 2023, we entered into a Credit Agreement and Guaranty (the “Credit Agreement”) with Perceptive Credit Holdings IV, LP, as lender and administrative agent (“Perceptive”), which provides for a senior secured delayed draw term loan facility in an aggregate principal amount of up to $75.0 million (the “Perceptive Term Loan Facility”). An initial tranche of $50.0 million (the “Tranche A Loan”) was funded under the Perceptive Term Loan Facility on the Closing Date. In addition to the Tranche A Loan, the Perceptive Term Loan Facility includes an additional tranche of $25.0 million (the “Tranche B Loan,” and together with the Tranche A Loan, the “Term Loans”), which will be accessible by us so long as we satisfy certain customary conditions precedent, including a specified revenue milestone (the funding date of the Tranche B Loan, the “Tranche B Borrowing Date”). The Perceptive Term Loan Facility has a maturity date of October 27, 2028 (the “Maturity Date”) and provides for an interest-only period during the term of the loan with principal due at the maturity date. Our net proceeds from the Tranche A Loan were approximately $49 million, after deducting estimated debt issuance costs and expenses.

Interest Rate

The Perceptive Term Loan Facility will accrue interest at an annual rate equal to the sum of (a) Term SOFR (as defined in the Credit Agreement) and (b) an applicable margin of 7.5% (the “Applicable Margin”). Accrued interest on the Term Loans is payable monthly in arrears. Upon an Event of Default (as defined in the Credit Agreement), the Applicable Margin will automatically increase by an additional 4% per annum.

Amortization and Prepayment

Prior to the Maturity Date, there will be no scheduled principal payments under the Perceptive Term Loan Facility. On the Maturity Date, the Company is required to pay Perceptive the aggregate outstanding principal amount of the Term Loans and all accrued and unpaid interest thereon. The Term Loans may be prepaid at any time, subject to a prepayment premium equal to 0% to 10% of the aggregate outstanding principal amount being prepaid, depending on the date of prepayment.

Security Instruments and Warrant

In connection with the Credit Agreement, the Company also entered into a Security Agreement (the “Security Agreement”), dated as of the Closing Date, with Perceptive, pursuant to which all of its obligations under the Credit Agreement are secured by a first lien perfected security interest on substantially all of its existing and after-acquired assets, subject to customary exceptions.

In addition, on the Closing Date, as consideration for the Credit Agreement, the Company issued to Perceptive a warrant (the “Warrant”) to purchase up to 1,200,000 shares (the “Warrant Shares”) of its Class A common stock. 800,000 Warrant Shares (the “Initial Warrant Shares”) vested and became exercisable on the Closing Date and 400,000 Warrant Shares (the “Additional Warrant Shares”) will vest and become exercisable on the Tranche B Borrowing Date. The per share exercise price for the Initial Warrant Shares is $3.1752 (the “Initial Warrant Exercise Price”), which is equal to the 10-day volume weighted average price (the “10-day VWAP”) of the Company’s Class A common stock at the end of the business day immediately prior to the Closing Date, and the per share exercise price for the Additional Warrant Shares will be equal to the lower of (a) the Initial Warrant Exercise Price or (b) the 10-day VWAP ending on the end of the business day immediately preceding the Tranche B Borrowing Date. The Warrant will be exercisable, in whole or in part, until the 10th anniversary of the applicable vesting date.

Termination of Loan and Security Agreement

On November 15, 2021 the Company and Sema4 OpCo, Inc. (together, the “Borrower”) entered into a Loan and Security Agreement (the “SVB Agreement”) with Silicon Valley Bank (“SVB”) which provided for a revolving credit facility (the “Revolver”) up to an aggregate principal amount of $125.0 million, including a sublimit of $20.0 million for Letters of Credit (as such terms are defined in the SVB Agreement). No amounts had been drawn under the SVB Agreement at September 30, 2023.

Subsequent to September 30, 2023, in connection with the entry into the Credit Agreement, the SVB Agreement, dated as of November 15, 2021 (“SVB Loan and Security Agreement”), with SVB was terminated, effective as of the Closing Date, and SVB’s security interest in the Company’s assets and property was released.

Organization and Description of Business	9 Months Ended
Organization and Description of Business	Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Description of Business	Organization and Description of Business GeneDx Holdings Corp., through its subsidiaries GeneDx, LLC and Sema4 OpCo, Inc., provides genomics-related diagnostic and information services and pursues genomics medical research. GeneDx utilizes an integrated portfolio of laboratory processes, software tools and informatics capabilities to process DNA-containing samples, analyzes information about patient-specific genetic variation and generates test reports for clinicians and their patients. GeneDx provides a variety of genetic diagnostic tests, screening solutions, and information with a focus on pediatrics, rare diseases for children and adults, and hereditary cancer screening. GeneDx Holdings’ operating subsidiaries primarily serve healthcare professionals who work with their patients and bills third-party payors across the United States. On January 9, 2023, Sema4 Holdings Corp. changed its name to GeneDx Holdings Corp. The Company’s Class A common stock and public warrants are listed on the Nasdaq under the symbols “WGS” and “WGSWW,” respectively. Unless otherwise stated herein or unless the context otherwise requires, references in these notes to: •“GeneDx Holdings” refer to GeneDx Holdings Corp., a Delaware corporation (f/k/a Sema4 Holdings Corp. (“Sema4 Holdings”)); •“Legacy GeneDx” refer to GeneDx, LLC, a Delaware limited liability company (formerly, GeneDx, Inc., a New Jersey corporation), which we acquired on April 29, 2022 (the “Acquisition”); •“Legacy Sema4” refer to Mount Sinai Genomics, Inc. d/b/a as Sema4, a Delaware corporation, which consummated the business combination with CM Life Sciences, Inc. (“CMLS”) on July 22, 2021 (the “Business Combination”); and •“we,” “us” and “our,” the “Company” and “GeneDx” refer, as the context requires, to: ◦Legacy Sema4 prior to the Business Combination, and GeneDx Holdings and its consolidated subsidiaries following the consummation of the Business Combination; and ◦Legacy GeneDx prior to the Acquisition, and GeneDx Holdings and its consolidated subsidiaries following the consummation of the Acquisition. •“Company,” or “GeneDx” refer to (i) Legacy Sema4 prior to the consummation of the Business Combination; and (ii) GeneDx Holdings and its subsidiaries following the consummation of the Business Combination (including, following the consummation of the Acquisition, Legacy GeneDx). Emerging Growth Company The Company is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012. As such, the Company is eligible for exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies, including reduced reporting and extended transition periods to comply with new or revised accounting standards for public business entities. The Company has elected to avail itself of this exemption and, therefore, will not be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies. The Company will remain an emerging growth company until the earliest of (1) December 31, 2025, (2) the last day of the fiscal year in which total annual gross revenue are at least $1.235 billion, (3) the last day of the fiscal year in which the Company is deemed to be a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which would occur if the market value of our Class A common stock held by non-affiliates exceeded $700.0 million at the last business day of the second fiscal quarter of such year or (4) the date on which the Company has issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

Related Party Transactions - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2019	Jun. 01, 2017
Related Party Transaction [Line Items]
Revenue	$ 53,303	$ 83,234	$ 145,148	$ 173,344
Commitment to receive future capital contributions							$ 55,000
Payables	38,873		38,873		$ 84,878
Purchase Of Diagnostic Testing Kits And Materials
Related Party Transaction [Line Items]
Purchases from related party			2,200
Purchase Of Diagnostic Testing Kits And Materials \| Cost of services
Related Party Transaction [Line Items]
Purchases from related party	600		1,400
Transition Services Agreement \| OPKO
Related Party Transaction [Line Items]
Receivables related to acquisition closing working capital adjustment					1,300
Related Party
Related Party Transaction [Line Items]
Revenue	813	958	2,457	1,688
Cumulative funding drawn						$ 55,000
Related Party \| BioReference Laboratories, Inc.
Related Party Transaction [Line Items]
Revenue	700	600	2,100	1,000
Related Party \| Service Agreements
Related Party Transaction [Line Items]
Related party costs	2,100	2,000	5,400	6,200
Payables	3,800		3,800		2,400
Related Party \| Purchase Of Diagnostic Testing Kits And Materials
Related Party Transaction [Line Items]
Payables	100		100		400
Related Party \| Transition Services Agreement \| OPKO
Related Party Transaction [Line Items]
Related party costs	300	$ 500	1,100	$ 800
Payables	$ 100		$ 100		$ 400

Revenue Recognition - Narrative (Details) - USD ($) $ in Millions		3 Months Ended		9 Months Ended		12 Months Ended
	Dec. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2021	Dec. 31, 2022
Loss Contingencies [Line Items]
Increase (decrease) adjustment to revenue		$ 3.0			$ (30.1)	$ (24.2)
Deferred costs to fulfill contracts		0.4		$ 0.4			$ 0.3
Amortization of deferred costs		0.4	$ 0.5	1.5	$ 1.5
Certain Payor Matters
Loss Contingencies [Line Items]
Total settlement amount	$ 42.0
Settlement period (in years)	4 years
Settlement amount, first installment payment	$ 15.0
Settlement amount, next installment payment	$ 5.0
Liability reserve, potential recoupments, current		$ 32.2		$ 32.2
Liability reserve, potential recoupments, noncurrent							$ 39.0

Business Combinations - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions			1 Months Ended	9 Months Ended
	Apr. 14, 2023	Apr. 29, 2022	Apr. 30, 2023	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Class A common stock \| Private Placement
Business Acquisition [Line Items]
Sale of stock (in shares)		1,515,152
Private placement financing to sell		$ 200.0
GeneDx
Business Acquisition [Line Items]
Payments to acquire businesses, gross		$ 150.0
Number of shares issuable (in shares)			701,460
Business combination, contingent consideration arrangements				$ 150.0		$ 150.0
GeneDx \| Forecast
Business Acquisition [Line Items]
Business combination, contingent consideration arrangements					$ 37.5
GeneDx \| Class A common stock
Business Acquisition [Line Items]
Number of shares issuable (in shares)	701,460	2,400,000		701,460
Business acquisition issued value assigned		$ 172.0
Price per shares (in dollars per share)		$ 70.95		$ 160.38
Public per share (in dollars per share)		$ 160.38

Property and Equipment, net - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Mar. 31, 2023	Feb. 28, 2023
Property, Plant and Equipment [Line Items]
Depreciation and amortization expense	$ 5,166	$ 6,995	$ 17,122	$ 19,425
Software amortization expense	200	$ 1,700	5,900	$ 5,000
Gain on auction sale			3,000
Operating lease, remaining term					13 years	23 years
Payment for early termination fees			8,400
Increase in operating lease liability			2,000
Increase in financing lease liability			2,600
Impairment loss	8,300		9,900
Capitalized software
Property, Plant and Equipment [Line Items]
Accelerated amortization charge			3,400
Building
Property, Plant and Equipment [Line Items]
Finance lease, impairment loss	$ 4,800		$ 5,600

Property and Equipment, net - Depreciation and Amortization (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Property, Plant and Equipment [Line Items]
Total depreciation and amortization expenses	$ 5,166	$ 6,995	$ 17,122	$ 19,425
Cost of services
Property, Plant and Equipment [Line Items]
Total depreciation and amortization expenses	1,613	5,203	3,435	11,335
Research and development
Property, Plant and Equipment [Line Items]
Total depreciation and amortization expenses	283	1,973	5,791	5,811
Selling and marketing
Property, Plant and Equipment [Line Items]
Total depreciation and amortization expenses	0	1	2	3
General and administrative
Property, Plant and Equipment [Line Items]
Total depreciation and amortization expenses	$ 3,270	$ (182)	$ 7,894	$ 2,276

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 87,387	$ 123,933
Marketable securities	26,910	0
Inventory, net	9,349	13,665
Prepaid expenses and other current assets	15,761	31,682
Total current assets	171,813	212,622
Operating lease right-of-use assets	27,536	32,758
Property and equipment, net	35,746	51,527
Intangible assets, net	176,131	186,650
Other assets	6,059	7,385
Total assets	417,285	490,942
Current liabilities:
Accounts payable and accrued expenses	38,873	84,878
Short-term lease liabilities	3,677	6,121
Total current liabilities	68,366	144,297
Long-term debt, net of current portion	6,052	6,250
Long-term lease liabilities	63,889	60,013
Other liabilities	22,660	24,018
Deferred taxes	2,060	2,659
Total liabilities	163,027	237,237
Commitments and contingencies (Note 10)
Stockholders’ equity:
Preferred Stock, $0.0001 par value: 1,000,000 and 1,000,000 shares authorized at September 30, 2023 and December 31, 2022, respectively; 0 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively	0	0
Class A common stock, $0.0001 par value: 1,000,000,000 and 1,000,000,000 shares authorized at September 30, 2023 and December 31, 2022, respectively; 25,875,389 and 11,773,065 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively	2	1
Additional paid-in capital	1,528,671	1,378,125
Accumulated deficit	(1,274,415)	(1,124,421)
Total stockholders’ equity	254,258	253,705
Total liabilities and stockholders’ equity	417,285	490,942
Nonrelated Party
Current assets:
Accounts receivable	31,908	42,634
Current liabilities:
Other current liabilities	21,846	49,705
Related Party
Current assets:
Accounts receivable	498	708
Current liabilities:
Other current liabilities	$ 3,970	$ 3,593

Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Disaggregation of Revenue [Line Items]
Total	$ 53,303	$ 83,234	$ 145,148	$ 173,344
GeneDx
Disaggregation of Revenue [Line Items]
Total	50,350	45,581	136,269	71,716
Legacy Sema4
Disaggregation of Revenue [Line Items]
Total	2,953	37,653	8,879	101,628
Diagnostic test revenue
Disaggregation of Revenue [Line Items]
Total	51,955	81,490	140,440	167,989
Diagnostic test revenue \| GeneDx
Disaggregation of Revenue [Line Items]
Total	49,002		131,561
Diagnostic test revenue \| Legacy Sema4
Disaggregation of Revenue [Line Items]
Total	2,953		8,879
Patients with third-party insurance
Disaggregation of Revenue [Line Items]
Total	35,775	64,391	91,677	133,251
Patients with third-party insurance \| GeneDx
Disaggregation of Revenue [Line Items]
Total	32,825		82,801
Patients with third-party insurance \| Legacy Sema4
Disaggregation of Revenue [Line Items]
Total	2,950		8,876
Institutional customers
Disaggregation of Revenue [Line Items]
Total	15,720	15,244	47,528	30,395
Institutional customers \| GeneDx
Disaggregation of Revenue [Line Items]
Total	15,720		47,528
Institutional customers \| Legacy Sema4
Disaggregation of Revenue [Line Items]
Total	0		0
Self-pay patients
Disaggregation of Revenue [Line Items]
Total	460	1,855	1,235	4,343
Self-pay patients \| GeneDx
Disaggregation of Revenue [Line Items]
Total	457		1,232
Self-pay patients \| Legacy Sema4
Disaggregation of Revenue [Line Items]
Total	3		3
Other revenue
Disaggregation of Revenue [Line Items]
Total	1,348	$ 1,744	4,708	$ 5,355
Other revenue \| GeneDx
Disaggregation of Revenue [Line Items]
Total	1,348		4,708
Other revenue \| Legacy Sema4
Disaggregation of Revenue [Line Items]
Total	$ 0		$ 0

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 924
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479941/924-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-40

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-41

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-4

+ Details

Restructuring Costs

9 Months Ended

Sep. 30, 2023

Restructuring and Related Activities [Abstract]

Restructuring Costs

The table below provides certain information concerning restructuring activity during the nine months ended September 30, 2023:


	Reserve Balance at December 31, 2022		Charged to Costs and Expenses		Payments and Other		Reserve Balance at September 30, 2023
Severance	$	4,770	$	4,530	$	(7,810)	$	1,490
Others	253		18		(271)		—
Total	$	5,023	$	4,548	$	(8,081)	$	1,490

During the fourth quarter of 2022, the Company announced its strategic realignment resulting in the exit of its reproductive and women’s health testing business, which included carrier screening, noninvasive prenatal, and other ancillary reproductive testing offerings. The Company ceased accepting samples for these tests on December 14, 2022 and notified its customers impacted by the decision immediately. As a result, the Company eliminated approximately 500 positions, and ceased operations at its Stamford, CT laboratory. When combined with the Company’s prior reductions in workforce during 2022, the exit resulted in the elimination of approximately 32.5% of the Company’s workforce which existed at the time of the announcement. During 2023, the Company has continued to realign the organization and reduced its overall workforce. The Company expects that all remaining cash severance payments will be complete in less than one year.

The restructuring costs for the three and nine months ended September 30, 2023 and 2022 were as follows:


	Three months ended September 30,				Nine months ended September 30,
	2023		2022		2023		2022
Severance	$	2,191	$	7,297	$	4,530	$	12,532
Others	—		1,695		18		6,022
Total	$	2,191	$	8,992	$	4,548	$	18,554

Cost Saving Initiatives

Subsequent to September 30, 2023, on October 30, 2023, the Company announced a continued strategic realignment of its organization to key priorities which includes the elimination of approximately 50 positions impacted on August 23, 2023 and approximately 35 positions impacted on October 30, 2023. Together these actions reduced the size of the Company’s workforce by 10% from the total number that existed at the time of the August reduction in force. In total, the Company announced cost saving initiatives, including but not limited to these reductions in force, that are expected to amount to approximately $40 million in annual cost reduction.

Stock-Based Compensation - Schedule of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	$ 431	$ 1,273	$ 586	$ 41,553
Cost of services
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	75	1,477	(1,340)	4,668
Research and development
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	(533)	(8,164)	(265)	2,692
Selling and marketing
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	(115)	2,050	(195)	5,714
General and administrative
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	$ 1,004	$ 5,910	$ 2,386	$ 28,479

Condensed Consolidated Statement of Stockholders' Equity (Unaudited) - USD ($)
$ in Thousands

Total

Registered Direct Offering

IPO

Additional paid-in capital

Registered Direct Offering

Additional paid-in capital

IPO

Accumulated deficit

Class A Common Stock

Common Stock

Class A Common Stock

Common Stock

Registered Direct Offering

Class A Common Stock

Common Stock

IPO

Beginning balance (in shares) at Dec. 31, 2021

7,352,958

Beginning balance at Dec. 31, 2021

$ 388,103

$ 963,543

$ (575,441)

$ 1

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Net loss

(240,219)

Common stock issued pursuant to stock option exercises (in shares)

210,318

Common stock issued pursuant to stock option exercises

2,198

Stock-based compensation expense

41,553

Vested restricted stock units converted to common stock (in shares)

55,782

Issuance of Class A common shares in offering (in shares)

1,515,152

Issuance of Class A common shares in underwritten public offering, net of issuance costs

197,659

Shares issued for acquisition (in shares)

^[1]

2,424,243

Shares issued for acquisition

^[1]

172,000

Ending balance (in shares) at Sep. 30, 2022

11,558,453

Ending balance at Sep. 30, 2022

561,294

1,376,953

(815,660)

$ 1

Beginning balance (in shares) at Jun. 30, 2022

11,512,026

Beginning balance at Jun. 30, 2022

637,274

1,375,352

(738,079)

$ 1

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Net loss

(77,581)

Common stock issued pursuant to stock option exercises (in shares)

18,646

Common stock issued pursuant to stock option exercises

329

Stock-based compensation expense

1,272

Vested restricted stock units converted to common stock (in shares)

27,781

Ending balance (in shares) at Sep. 30, 2022

11,558,453

Ending balance at Sep. 30, 2022

$ 561,294

1,376,953

(815,660)

$ 1

Beginning balance (in shares) at Dec. 31, 2022

11,773,065

Beginning balance at Dec. 31, 2022

$ 253,705

1,378,125

(1,124,421)

$ 1

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Net loss

(149,994)

Common stock issued pursuant to stock option exercises (in shares)

50,444

Common stock issued pursuant to stock option exercises

266

Stock-based compensation expense

586

Vested restricted stock units converted to common stock (in shares)

328,197

Issuance of Class A common shares in offering (in shares)

676,868

12,315,752

Issuance of Class A common shares in underwritten public offering, net of issuance costs

$ 7,564

$ 135,439

$ 7,564

$ 135,438

$ 1

Issuance of Class A common shares for the first Milestone Payment (in shares)

701,460

Issuance of Class A common shares for the first Milestone Payment

$ 6,692

6,692

Fractional shares issued upon Reverse Stock Split (in shares)

29,603

Ending balance (in shares) at Sep. 30, 2023

25,875,389

Ending balance at Sep. 30, 2023

$ 254,258

1,528,671

(1,274,415)

$ 2

Beginning balance (in shares) at Jun. 30, 2023

25,761,147

Beginning balance at Jun. 30, 2023

296,113

1,528,240

(1,232,129)

$ 2

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Net loss

(42,286)

Stock-based compensation expense

$ 431

431

Vested restricted stock units converted to common stock (in shares)

114,242

Ending balance (in shares) at Sep. 30, 2023

25,875,389

Ending balance at Sep. 30, 2023

$ 254,258

$ 1,528,671

$ (1,274,415)

$ 2

[1]

Net loss per Share

9 Months Ended

Sep. 30, 2023

Earnings Per Share [Abstract]

Net loss per Share

Basic and diluted loss per share attributable to common stockholders was calculated as follows (amounts in thousands, except for share and per share amounts):


	Three months ended September 30,				Nine months ended September 30,
	2023		2022		2023		2022
Numerator:
Net loss attributable to common stockholders	$	(42,286)	$	(77,581)	$	(149,994)	$	(240,219)
Denominator:
Denominator for basic and diluted earnings per share-weighted-average common shares	25,788,747		11,538,308		23,777,327		9,741,250
Basic and diluted loss income per share	$	(1.64)	$	(6.72)	$	(6.31)	$	(24.66)

As a result of the Reverse Stock Split, the Company has retroactively adjusted the weighted-average number of shares of common stock outstanding prior to the Reverse Stock Split by a ratio of 1-for-33 to determine the number of shares of common stock into which they converted.


	September 30,
	2023	2022
Outstanding options and RSUs to purchase Class A common stock	2,321,011	1,699,949
Outstanding warrants	666,515	666,515
Outstanding earn-out shares	—	532,367
Outstanding earn-out RSUs	—	44,044
Total	2,987,526	2,942,875

Stock-Based Compensation - Schedule of Restricted Stock Units (Details) - Restricted Stock Units (RSUs)	9 Months Ended
	Sep. 30, 2023 $ / shares shares
Restricted Stock Units Outstanding
Restricted Stock Units Outstanding, Beginning Balance (in shares) \| shares	855,061
Restricted Stock Units Granted (in shares) \| shares	1,601,270
Restricted Stock Units Vested (in shares) \| shares	(328,242)
Restricted Stock Units Forfeited (in shares) \| shares	(430,308)
Restricted Stock Units Outstanding, Ending Balance (in shares) \| shares	1,697,781
Weighted Average Grant Date Fair Value Per Unit
Weighted Average Grant Date Fair Value Per Unit, Beginning Balance (in dollar per share) \| $ / shares	$ 77.88
Restricted Stock Units Granted (in dollars per share) \| $ / shares	24.38
Restricted Stock Units Vested (in dollars per share) \| $ / shares	63.20
Restricted Stock Units Forfeited (in dollars per share) \| $ / shares	70.39
Weighted Average Grant Date Fair Value Per Unit, Ending Balance (in us dollar per share) \| $ / shares	$ 18.14

Related Party Transactions - Related Party Revenues (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Related Party Transaction [Line Items]
Total revenue	$ 53,303	$ 83,234	$ 145,148	$ 173,344
Related Party
Related Party Transaction [Line Items]
Total revenue	813	958	2,457	1,688
Diagnostic test revenue
Related Party Transaction [Line Items]
Total revenue	51,955	81,490	140,440	167,989
Diagnostic test revenue \| Related Party
Related Party Transaction [Line Items]
Total revenue	813	809	2,457	1,392
Other revenue
Related Party Transaction [Line Items]
Total revenue	1,348	1,744	4,708	5,355
Other revenue \| Related Party
Related Party Transaction [Line Items]
Total revenue	$ 0	$ 149	$ 0	$ 296

- Definition

+ References

+ Details

Supplemental Financial Information

9 Months Ended

Sep. 30, 2023

Other Liabilities Disclosure [Abstract]

Supplemental Financial Information

Cash, cash equivalents and restricted cash consisted of the following (in thousands):


	September 30, 2023		December 31, 2022
Cash and cash equivalents	$	87,387	$	123,933
Restricted cash	900		14,370
Total	$	88,287	$	138,303

Restricted cash at December 31, 2022 included $12.1 million held in escrow in connection with the closing of the Acquisition which was released upon expiration of the one year escrow period in May 2023. Restricted cash at September 30, 2023 consisted of money market deposit accounts that secure an irrevocable standby letter of credit that serves as collateral for security deposit operating leases.

Restricted cash at September 30, 2022 included $0.9 million money market deposit accounts that secure an irrevocable standby letter of credit that serves as collateral for security deposit operating leases. Restricted cash as of September 30, 2022 also included $13.5 million escrow fund related to the closing of the Acquisition of GeneDx as mentioned above and was recorded in non-current assets on the condensed consolidated balance sheets.

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


	September 30, 2023		December 31, 2022
Prepaid expenses	$	10,737	$	11,822
Other current assets	5,024		6,390
Restricted cash	—		13,470
Total	$	15,761	$	31,682

Other assets consisted of the following (in thousands):


	September 30, 2023		December 31, 2022
Other assets	$	5,159	$	6,485
Long-term restricted cash	900		900
Total	$	6,059	$	7,385

Accounts payable and accrued expenses consisted of the following (in thousands):


	September 30, 2023		December 31, 2022
Accounts payable	$	15,373	$	46,017
Accrued purchases	13,322		20,314
Third party payor reserve	10,153		17,001
Other	25		1,546
Total	$	38,873	$	84,878

Other current liabilities consisted of the following (in thousands):


	September 30, 2023		December 31, 2022
Accrued bonus	$	6,264	$	8,429
Accrued payroll	3,063		3,905
Accrued benefits	6,033		1,529
Accrued commissions	456		1,656
Accrued severance	1,490		4,770
Current portion of long-term debt	198		4,750
Indemnification liabilities	—		13,470
Current portion of the contingent consideration liabilities	—		6,019
Other	4,342		5,177
Total	$	21,846	$	49,705

Other liabilities consisted of the following (in thousands):


	September 30, 2023		December 31, 2022
Warrant liability	$	660	$	418
Earn-out contingent liability	—		1,600
Third party payor reserve	22,000		22,000
Total	$	22,660	$	24,018

Property and Equipment, net (Tables)

9 Months Ended

Sep. 30, 2023

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment and Depreciation and Amortization Expense

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


	September 30, 2023		December 31, 2022
Laboratory equipment	$	38,126	$	41,255
Equipment under finance leases	15,328		21,384
Leasehold improvements	32,269		35,561
Capitalized software	32,171		32,171
Building under finance lease	4,530		6,276
Construction in-progress	4,601		3,386
Computer equipment	9,170		9,177
Furniture, fixtures and other equipment	3,529		3,777
Total property and equipment	139,724		152,987
Less: accumulated depreciation and amortization	(103,978)		(101,460)
Property and equipment, net	$	35,746	$	51,527

Depreciation and amortization expense is included within the condensed consolidated statements of operations and comprehensive loss as follows (in thousands):


	Three months ended September 30,				Nine months ended September 30,
	2023		2022		2023		2022
Cost of services	$	1,613	$	5,203	$	3,435	$	11,335
Research and development	283		1,973		5,791		5,811
Selling and marketing	—		1		2		3
General and administrative	3,270		(182)		7,894		2,276
Total depreciation and amortization expenses	$	5,166	$	6,995	$	17,122	$	19,425

Supplemental Financial Information - Other Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Other Liabilities Disclosure [Abstract]
Other assets	$ 5,159	$ 6,485
Long-term restricted cash	900	900
Other assets	$ 6,059	$ 7,385

Stock-Based Compensation - Narrative (Details)			3 Months Ended		9 Months Ended
Stock-Based Compensation - Narrative (Details)	Apr. 14, 2023 shares	Jul. 22, 2021 shares	Sep. 30, 2023 USD ($) shares	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($) shares	Sep. 30, 2023 USD ($) shares	Sep. 30, 2023 USD ($) shares	Sep. 30, 2023 USD ($) $ / shares shares	Sep. 30, 2023 USD ($) shares	Sep. 30, 2023 USD ($) employee shares	Sep. 30, 2023 USD ($) consultant shares	Sep. 30, 2022 USD ($)	Jul. 21, 2023 shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation \| $			$ 431,000	$ 1,273,000			$ 586,000					$ 41,553,000
Triggering Event I
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock units granted (in dollars per share) \| $ / shares								$ 60.06
Restricted stock units forfeited (in dollars per share) \| $ / shares								0.00
Triggering Event II
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock units granted (in dollars per share) \| $ / shares								45.87
Restricted stock units forfeited (in dollars per share) \| $ / shares								0.00
Triggering Event III
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock units granted (in dollars per share) \| $ / shares								31.02
Restricted stock units forfeited (in dollars per share) \| $ / shares								$ 0.00
2017 Stock Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Fair value re-measurement period for the liability awards					6 months
2021 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of options granted \| shares		0
Weighted average remaining contractual life (years), options exercisable		10 years
Vesting period		4 years
Number of share reserved for issuance (in shares) \| shares		991,970
2021 Plan \| Class A common stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized (in shares) \| shares	787,879
2023 Equity Inducement Plan \| Class A common stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of share reserved for issuance (in shares) \| shares													500,000
2021 Employee Stock Purchase Plan \| Employee Stock Purchase Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of share reserved for issuance (in shares) \| shares			336,816		336,816	336,816	336,816	336,816	336,816	336,816	336,816
Number of shares equal to percent									1.00%
Options to purchase common stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized stock-based compensation cost on the unvested stock options \| $			$ 4,400,000		$ 4,400,000	$ 4,400,000	$ 4,400,000	$ 4,400,000	$ 4,400,000	$ 4,400,000	$ 4,400,000
Weighted-average vesting period for compensation cost					1 year 6 months
Options to purchase common stock \| 2017 Stock Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of options granted \| shares						0
Weighted average remaining contractual life (years), options exercisable					10 years
Vesting period					4 years
Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period					4 years
Stock conversion ratio			1		1	1	1	1	1	1	1
Restricted stock units granted (in shares) \| shares						1,601,270
Restricted stock units granted (in dollars per share) \| $ / shares								$ 24.38
Restricted stock units forfeited (in dollars per share) \| $ / shares								$ 70.39
Restricted Stock Units (RSUs) \| Board of Directors Chairman
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock units granted (in shares) \| shares						18,794
Restricted Stock Units (RSUs) \| Triggering Event I
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting commencement date					12 months
Outstanding earn-out RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based payment arrangement, expense, reversal \| $							$ 800,000
Stock Appreciation Rights (SARs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based payment arrangement, expense, reversal \| $			$ 4,700,000	$ 17,300,000			20,300,000					$ 27,000,000
Number of shares granted (in shares)										1	1
Stock-based compensation \| $							3,800,000
Outstanding vested value \| $			$ 0		$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0

Goodwill and Intangible Assets - Schedule of Goodwill (Details) - GeneDx $ in Thousands	9 Months Ended
	Sep. 30, 2023 USD ($)
Goodwill [Roll Forward]
Goodwill, beginning balance	$ 0
Additions	0
Measurement period adjustments	478
Impairment charges	(478)
Goodwill, ending balance	$ 0

- Definition

+ References + Details

Stock-Based Compensation

9 Months Ended

Sep. 30, 2023

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation

Stock Incentive Plans

The Company’s 2017 Equity Incentive Plan (the “2017 Plan”), as amended in February 2018, allowed the grant of options, restricted stock awards, stock appreciation rights and restricted stock units. No options granted under the 2017 Plan are exercisable after 10 years from the date of grant, and option awards generally vest over a four-year period.

The 2017 Plan was terminated in connection with the adoption of the Company's 2021 Equity Incentive Plan (the “2021 Plan”). Any awards granted under the 2017 Plan that remained outstanding at the closing date of the Business Combination and were converted into awards with respect to the Company’s Class A common stock in connection with the consummation of the Business Combination continue to be subject to the terms of the 2017 Plan and applicable award agreements, except for a modification of the repurchase provision, which is discussed further below.

On July 22, 2021, in connection with the Business Combination, the 2021 Plan became effective and 991,970 authorized shares of Class A common stock were reserved for issuance thereunder. The 2021 Plan is administered by the Compensation Committee of the Company’s Board of Directors, including determination of the vesting, exercisability and payment of the awards to be granted under the 2021 Plan. No awards granted under the 2021 Plan are exercisable after 10 years from the date of grant, and the awards granted under the 2021 Plan generally vest over a four-year period on a graded vesting basis.

On April 14, 2023, the stockholders of the Company approved an amendment and restatement to the 2021 Plan to increase the aggregate number of shares of the Company’s Class A common stock authorized for issuance under the 2021 Plan by 787,879 shares and implement certain other clarifying changes.

On July 21, 2023, the Company adopted the 2023 Equity Inducement Plan (the “Equity Inducement Plan”) and, subject to the adjustment provisions of the Equity Inducement Plan, reserved 500,000 shares of the Company’s Class A common stock for issuance pursuant to equity awards to be granted under the Equity Inducement Plan. In accordance with Rule 5635(c)(4) of the Nasdaq Listing Rules, the only persons eligible to receive grants of equity awards under the Equity Inducement Plan are individuals who were not previously an employee or director of the Company, or following a bona fide period of non-employment, as an inducement material to such persons entering into employment with the Company.

Employee Stock Purchase Plan

The 2021 Employee Stock Purchase Plan (the “2021 ESPP”) became effective in connection with the Business Combination. The 2021 ESPP authorizes the issuance of shares of Class A common stock pursuant to purchase rights granted to employees. On each January 1 of each of 2022 through 2031, the aggregate number of shares of Class A common stock reserved for issuance under the 2021 Plan may be increased automatically by the number of shares equal to one percent (1%) of the total number of shares of all classes of common stock issued and outstanding immediately preceding December 31. The Company did not make any grants of purchase rights under the 2021 ESPP during the three and nine months ended September 30, 2023 and September 30, 2022. A total of 336,816 shares of Class A common stock have been reserved for future issuance under the 2021 ESPP.

Stock Option Activity

Under the 2017 Plan, the Company had a call option to repurchase awards for cash from the plan participants upon termination of the participant’s employment or consulting agreement (the “2017 Plan Call Option”). The options granted

under the 2017 Plan were accounted for as liability awards due to the 2017 Plan Call Option. The Company had a history of repurchase practice and the intention to repurchase the vested options. Therefore, the fair value of the liability awards was remeasured at each reporting period until the stockholder bears the risks and rewards of equity ownership for a reasonable period of time, which the Company concludes is at least six months.

Upon consummation of the Business Combination, the Company’s Board of Directors waived the Company’s right under the 2017 Plan Call Option to repurchase awards for cash from the plan participants upon termination of the participant’s employment or consulting agreement. As such, the Company modified the liability awards to equity awards and reclassified the modification date fair value of the awards to stockholders’ equity in the condensed consolidated financial statements at July 22, 2021.

All stock options granted under the 2021 Plan are accounted for as equity awards.

The following summarizes the stock option activity during the nine months ended September 30, 2023:


	Stock Options Outstanding	Weighted Average Exercise Price
Balance at December 31, 2022	798,873	$	49.83
Options granted	44,080	$	7.89
Options exercised	(50,444)	$	5.05
Options forfeited or canceled	(169,279)	$	78.82
Balance at September 30, 2023	623,230	$	11.00
Options exercisable at September 30, 2023	769,312	$	18.03

At September 30, 2023, unrecognized stock-based compensation cost related to the unvested portion of the Company’s stock options was $4.4 million, which is expected to be recognized on a graded-vesting basis over a weighted-average period of 1.5 years.

The fair value of the stock option awards for the nine months ended September 30, 2023 were estimated using the Black-Scholes option pricing model with the following assumptions:


			Nine months ended September 30, 2023
Expected volatility			105.00%
Expected term (in years)			5.5
Risk-free interest rate			4.03%
Dividend yield			—
Fair value of Class A common stock			$6.35

The Company estimated a volatility factor for the Company’s options based on analysis of historical share prices of a peer group of public companies, the historical share prices of the Company, and the implied volatility of the Company’s call options. The Company estimated the expected term of options granted using the “simplified method,” which is the mid-point between the vesting date and the ending date of the contractual term. The Company did not rely on the historical holding periods of the Company’s options due to the limited availability of exercise data. The Company used a risk-free interest rate based on the U.S. Treasury yield curve in effect for bonds with maturities consistent with the expected term of the option.

Restricted Stock Units (RSUs)

The Company has issued time-based RSUs to employees under the 2021 Plan and the Equity Inducement Plan. The RSUs automatically convert to shares of Class A common stock on a one-for-one basis as the awards vest. The Company measures the value of RSUs at fair value based on the closing price of the underlying Class A common stock on the grant date. The RSUs granted generally vest over a four year vesting period from the grant date, however, certain grants include

vesting term that begins vesting 12 months from the grant date. The following table summarizes the activity related to the Company's time-based RSUs:


	Restricted Stock Units Outstanding	Weighted Average Grant Date Fair Value Per Unit
Balance at December 31, 2022	855,061	$	77.88
Restricted Stock Units granted	1,601,270	$	24.38
Restricted Stock Units vested	(328,242)	$	63.20
Restricted Stock Units forfeited	(430,308)	$	70.39
Balance at September 30, 2023	1,697,781	$	18.14

Additionally, the Company issued 18,794 RSUs subject to both service and performance based vesting conditions to the Executive Chairman of the Company. The grant date was established during the first quarter period and vesting of the RSUs will be based on the achievement of performance goals established for calendar year 2023.

Earn-out RSUs

The grant date fair value determined for Triggering Event I, II and III was $60.06, $45.87 and $31.02 per unit, respectively. Any re-allocated RSUs due to the Legacy Sema4 option holders’ forfeiture activities during the nine month period ended September 30, 2023 were accounted for as new grants and the fair value determined for Triggering Event I, II and III was $0.00, $0.00 and $0.00 per unit, respectively. Based on the grant date fair value, the Company recorded a reversal of stock-based compensation of $0.8 million for the nine months ended September 30, 2023 due to the Legacy Sema4 option holders’ forfeiture activities. The Company recognized the stock-compensation cost over the longer of the derived service period or service period. The earn-out RSUs expired in July 2023.

Stock Appreciation Rights (SAR) Activity

The Company historically granted SARs to one employee and one consultant with an exercise condition of a liquidation event. As a result of the Business Combination, settlement of the outstanding vested SARs in exchange for a cash payment and to cancel the outstanding unvested SARs was agreed upon and an expense of $3.8 million related to the vested SAR was recognized by the Company. There were no outstanding SARs at September 30, 2023.

The Company recorded a reversal of stock-based compensation of $4.7 million and $17.3 million during the three months ended September 30, 2023 and 2022, respectively, and $20.3 million and $27.0 million during the nine months ended September 30, 2023 and 2022, respectively, due to forfeiture activities upon employee terminations. Stock-based compensation expense for all awards granted and outstanding is included within the condensed consolidated statements of operations and comprehensive loss as follows (in thousands):


	Three months ended September 30,				Nine months ended September 30,
	2023		2022		2023		2022
Cost of services	$	75	$	1,477	$	(1,340)	$	4,668
Research and development	(533)		(8,164)		(265)		2,692
Selling and marketing	(115)		2,050		(195)		5,714
General and administrative	1,004		5,910		2,386		28,479
Total stock-based compensation expense	$	431	$	1,273	$	586	$	41,553

Supplemental Financial Information - Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Other Liabilities Disclosure [Abstract]
Prepaid expenses	$ 10,737	$ 11,822
Other current assets	5,024	6,390
Restricted cash	0	13,470
Total	$ 15,761	$ 31,682

Segment Reporting - Narrative (Details)	9 Months Ended
Segment Reporting - Narrative (Details)	Sep. 30, 2023 segment
Segment Reporting [Abstract]
Number of reportable segments	2

Supplemental Financial Information - Other Current Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Related Party Transaction [Line Items]
Current portion of long-term debt	$ 198
Nonrelated Party
Related Party Transaction [Line Items]
Accrued bonus	6,264	$ 8,429
Accrued payroll	3,063	3,905
Accrued benefits	6,033	1,529
Accrued commissions	456	1,656
Accrued severance	1,490	4,770
Current portion of long-term debt	198	4,750
Indemnification liabilities	0	13,470
Current portion of the contingent consideration liabilities	0	6,019
Other	4,342	5,177
Total	$ 21,846	$ 49,705

Revenue Recognition (Tables)

9 Months Ended

Sep. 30, 2023

Revenue from Contract with Customer [Abstract]

Schedule of Revenue Disaggregated by Type of Customer

The following table summarizes the Company’s disaggregated revenue by payor category (in thousands):


	Three months ended September 30,
	2023						2022
	GeneDx		Legacy Sema4		Consolidated		Consolidated
Diagnostic test revenue:
Patients with third-party insurance	$	32,825	$	2,950	$	35,775	$	64,391
Institutional customers	15,720		—		15,720		15,244
Self-pay patients	457		3		460		1,855
Total diagnostic test revenue	49,002		2,953		51,955		81,490
Other revenue	1,348		—		1,348		1,744
Total	$	50,350	$	2,953	$	53,303	$	83,234


	Nine months ended September 30,
	2023						2022
	GeneDx		Legacy Sema4		Consolidated		Consolidated
Diagnostic test revenue:
Patients with third-party insurance	$	82,801	$	8,876	$	91,677	$	133,251
Institutional customers	47,528		—		47,528		30,395
Self-pay patients	1,232		3		1,235		4,343
Total diagnostic test revenue	131,561		8,879		140,440		167,989
Other revenue	4,708		—		4,708		5,355
Total	$	136,269	$	8,879	$	145,148	$	173,344

Fair Value Measurements - Schedule of Fair Value on a Recurring Basis (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Financial Liabilities:
Contingent consideration based on milestone achievement	$ 0	$ 0
Fair Value, Recurring
Financial Liabilities:
Total financial liabilities	660,000	8,037,000
Fair Value, Recurring \| Contingent consideration based on milestone achievement
Financial Liabilities:
Contingent consideration based on milestone achievement	0	7,619,000
Fair Value, Recurring \| Level 1
Financial Liabilities:
Total financial liabilities	444,000	280,000
Fair Value, Recurring \| Level 1 \| Contingent consideration based on milestone achievement
Financial Liabilities:
Contingent consideration based on milestone achievement	0	0
Fair Value, Recurring \| Level 2
Financial Liabilities:
Total financial liabilities	216,000	138,000
Fair Value, Recurring \| Level 2 \| Contingent consideration based on milestone achievement
Financial Liabilities:
Contingent consideration based on milestone achievement	0	0
Fair Value, Recurring \| Level 3
Financial Liabilities:
Total financial liabilities	0	7,619,000
Fair Value, Recurring \| Level 3 \| Contingent consideration based on milestone achievement
Financial Liabilities:
Contingent consideration based on milestone achievement	0	7,619,000
Public warrant liability \| Fair Value, Recurring
Financial Liabilities:
Warrant liabilities	444,000	280,000
Public warrant liability \| Fair Value, Recurring \| Level 1
Financial Liabilities:
Warrant liabilities	444,000	280,000
Public warrant liability \| Fair Value, Recurring \| Level 2
Financial Liabilities:
Warrant liabilities	0	0
Public warrant liability \| Fair Value, Recurring \| Level 3
Financial Liabilities:
Warrant liabilities	0	0
Private warrant liability \| Fair Value, Recurring
Financial Liabilities:
Warrant liabilities	216,000	138,000
Private warrant liability \| Fair Value, Recurring \| Level 1
Financial Liabilities:
Warrant liabilities	0	0
Private warrant liability \| Fair Value, Recurring \| Level 2
Financial Liabilities:
Warrant liabilities	216,000	138,000
Private warrant liability \| Fair Value, Recurring \| Level 3
Financial Liabilities:
Warrant liabilities	$ 0	$ 0

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2023

Fair Value Disclosures [Abstract]

Schedule of Fair Value on a Recurring Basis

The following tables set forth the fair value of financial instruments that were measured at fair value on a recurring basis (in thousands):


	September 30, 2023								December 31, 2022
	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3
Financial Liabilities:
Public warrant liability	$	444	$	444	$	—	$	—	$	280	$	280	$	—	$	—
Private warrant liability	216		—		216		—		138		—		138		—


Contingent consideration based on milestone achievement	—		—		—		—		7,619		—		—		7,619
Total financial liabilities	$	660	$	444	$	216	$	—	$	8,037	$	280	$	138	$	7,619

Long-Term Debt - Schedule of Long-Term Debt Maturities (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Debt Disclosure [Abstract]
2023 (remainder of year)	$ 0
2024	497
2025	1,211
2026	1,234
2027	1,260
Thereafter	2,048
Total debt	6,250
Less: current portion of long-term debt	(198)
Total long-term debt, net of current maturities	$ 6,052	$ 6,250

Supplemental Financial Information (Tables)

9 Months Ended

Sep. 30, 2023

Other Liabilities Disclosure [Abstract]

Schedule of Reconciliation of Restricted Cash

Cash, cash equivalents and restricted cash consisted of the following (in thousands):


	September 30, 2023		December 31, 2022
Cash and cash equivalents	$	87,387	$	123,933
Restricted cash	900		14,370
Total	$	88,287	$	138,303

Schedule of Reconciliation of Cash and Cash Equivalents

Cash, cash equivalents and restricted cash consisted of the following (in thousands):


	September 30, 2023		December 31, 2022
Cash and cash equivalents	$	87,387	$	123,933
Restricted cash	900		14,370
Total	$	88,287	$	138,303

Schedule of Prepaid Expenses and Other Current Assets

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


	September 30, 2023		December 31, 2022
Prepaid expenses	$	10,737	$	11,822
Other current assets	5,024		6,390
Restricted cash	—		13,470
Total	$	15,761	$	31,682

Schedule of Other Assets

Other assets consisted of the following (in thousands):


	September 30, 2023		December 31, 2022
Other assets	$	5,159	$	6,485
Long-term restricted cash	900		900
Total	$	6,059	$	7,385

Schedule of Accounts Payable and Accrued Liabilities

Accounts payable and accrued expenses consisted of the following (in thousands):


	September 30, 2023		December 31, 2022
Accounts payable	$	15,373	$	46,017
Accrued purchases	13,322		20,314
Third party payor reserve	10,153		17,001
Other	25		1,546
Total	$	38,873	$	84,878

Schedule of Other Current Liabilities

Other current liabilities consisted of the following (in thousands):


	September 30, 2023		December 31, 2022
Accrued bonus	$	6,264	$	8,429
Accrued payroll	3,063		3,905
Accrued benefits	6,033		1,529
Accrued commissions	456		1,656
Accrued severance	1,490		4,770
Current portion of long-term debt	198		4,750
Indemnification liabilities	—		13,470
Current portion of the contingent consideration liabilities	—		6,019
Other	4,342		5,177
Total	$	21,846	$	49,705

Schedule of Other Liabilities

Other liabilities consisted of the following (in thousands):


	September 30, 2023		December 31, 2022
Warrant liability	$	660	$	418
Earn-out contingent liability	—		1,600
Third party payor reserve	22,000		22,000
Total	$	22,660	$	24,018

Stock-Based Compensation - Schedule of Stock Option Activity (Details) - Class A Common Stock	9 Months Ended
	Sep. 30, 2023 $ / shares shares
Stock Options Outstanding
Beginning balance (in shares) \| shares	798,873
Options granted (in shares) \| shares	44,080
Options exercised (in shares) \| shares	(50,444)
Options forfeited and cancelled (in shares) \| shares	(169,279)
Ending balance (in shares) \| shares	623,230
Options outstanding, exercisable at end of period (in shares) \| shares	769,312
Weighted Average Exercise Price
Weighted-average exercise price (in dollars per share) \| $ / shares	$ 49.83
Weighted average exercise price, options granted (in dollars per share) \| $ / shares	7.89
Weighted average exercise price, options exercised (in dollars per share) \| $ / shares	5.05
Weighted average exercise price, options forfeited and cancelled (in dollars per share) \| $ / shares	78.82
Weighted-average exercise price (in dollars per share) \| $ / shares	11.00
Weighted average exercise price, options exercisable (in dollars per share) \| $ / shares	$ 18.03

Long-Term Debt - Connecticut Department of Economic and Community Development Funding Commitment (Details) $ in Thousands	1 Months Ended		9 Months Ended	12 Months Ended
	Jan. 31, 2023 USD ($) milestone	Jun. 30, 2017 USD ($)	Sep. 30, 2023 USD ($)	Dec. 31, 2022 USD ($)
DECD Loan Agreement
Debt Instrument [Line Items]
Total funding commitment		$ 15,500
Interest rate (as percent)	2.00%	2.00%
Administrative expenses over period (in years)		10 years
Maximum loan forgiveness			$ 12,300
Debt forgiven				$ 4,500
Number of forgiveness milestones \| milestone	2
Outstanding loan balance			$ 6,300
DECD Loan Agreement, Phase 2 Funding
Debt Instrument [Line Items]
Debt forgiven	$ 2,750
Long-term debt principal payments	2,000
DECD Loan Agreement, Phase 3 Funding
Debt Instrument [Line Items]
Debt forgiveness eligible	2,000
DECD Loan Agreement, Final Phase Funding
Debt Instrument [Line Items]
Debt forgiveness eligible	$ 1,000

Supplemental Financial Information - Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Other Liabilities Disclosure [Abstract]
Accounts payable	$ 15,373	$ 46,017
Accrued purchases	13,322	20,314
Third party payor reserve	10,153	17,001
Other	25	1,546
Total	$ 38,873	$ 84,878

Segment Reporting - Schedule of Segment Reporting Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Segment Reporting Information [Line Items]
Revenue	$ 53,303	$ 83,234	$ 145,148	$ 173,344
Adjusted cost of services	26,304	61,508	83,662	165,957
Adjusted gross profit (loss)	26,999	21,726	61,486	7,387
Depreciation and amortization	5,166	6,995	17,122	19,425
Stock-based compensation	431	1,273	586	41,553
Restructuring charges			4,548
Gross profit (loss)	25,259	13,549	59,252	(10,424)
Cost of services
Segment Reporting Information [Line Items]
Depreciation and amortization	1,613	5,203	3,435	11,335
Stock-based compensation	75	1,477	(1,340)	4,668
Restructuring charges	52	1,497	139	1,808
GeneDx
Segment Reporting Information [Line Items]
Revenue	50,350	45,581	136,269	71,716
Adjusted cost of services	26,079	24,905	81,357	40,522
Adjusted gross profit (loss)	24,271	20,676	54,912	31,194
Gross profit (loss)	22,531	19,555	50,851	29,264
GeneDx \| Cost of services
Segment Reporting Information [Line Items]
Depreciation and amortization	1,613	947	3,322	1,603
Stock-based compensation	75	174	631	327
Restructuring charges	52	0	108	0
Legacy Sema4
Segment Reporting Information [Line Items]
Revenue	2,953	37,653	8,879	101,628
Adjusted cost of services	225	36,603	2,305	125,435
Adjusted gross profit (loss)	2,728	1,050	6,574	(23,807)
Gross profit (loss)	2,728	(6,006)	8,401	(39,688)
Legacy Sema4 \| Cost of services
Segment Reporting Information [Line Items]
Depreciation and amortization	0	4,256	113	9,732
Stock-based compensation	0	1,303	(1,971)	4,341
Restructuring charges	$ 0	$ 1,497	$ 31	$ 1,808

Revenue Recognition - Remaining Performance Obligations (Details) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-10-01 $ in Millions	Sep. 30, 2023 USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue under existing collaboration service agreements	$ 3.9
Revenue under existing collaboration service agreements, period for recognition	2 years

Summary of Significant Accounting Policies (Policies)	9 Months Ended
Summary of Significant Accounting Policies (Policies)	Sep. 30, 2023
Accounting Policies [Abstract]
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012. As such, the Company is eligible for exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies, including reduced reporting and extended transition periods to comply with new or revised accounting standards for public business entities. The Company has elected to avail itself of this exemption and, therefore, will not be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies. The Company will remain an emerging growth company until the earliest of (1) December 31, 2025, (2) the last day of the fiscal year in which total annual gross revenue are at least $1.235 billion, (3) the last day of the fiscal year in which the Company is deemed to be a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which would occur if the market value of our Class A common stock held by non-affiliates exceeded $700.0 million at the last business day of the second fiscal quarter of such year or (4) the date on which the Company has issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.
Basis of Presentation	Basis of Presentation The accompanying condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the accounting disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Accordingly, the condensed consolidated financial statements do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, the condensed consolidated financial statements reflect all normal recurring adjustments considered necessary for a fair statement of the financial position and the results of operations of the Company for the interim periods presented. Interim results are not necessarily indicative of the results of operations or cash flows for a full year or any subsequent interim period. The accompanying condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. On May 4, 2023, at the commencement of trading, the Company effected a 1-for-33 reverse stock split (the “Reverse Stock Split”). Accordingly, all share and per share amounts for the periods presented in the accompanying condensed consolidated financial statements and notes thereto have been adjusted retroactively, where applicable, to reflect the reverse stock split. No fractional shares were issued in connection with the reverse stock split. Certain reclassifications have been made to the prior year condensed consolidated financial statements in order to conform to the current year’s presentation.
Use of Estimates	Use of Estimates The preparation of our condensed consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and the related disclosures at the date of the condensed consolidated financial statements as well as the reported amounts of revenues and expenses during the periods presented. The Company bases these estimates on current facts, historical and anticipated results, trends and various other assumptions that it believes are reasonable in the circumstances, including assumptions as to future events. These estimates include, but are not limited to, the transaction price for certain contracts with customers, potential or actual claims for recoupment from third-party payors, the capitalization of software costs, the valuation of stock-based awards, inventory, earn-out contingent liabilities and earn-out Restricted Stock Units (“RSUs”). Actual results could differ materially from those estimates, judgments and assumptions.
Marketable Securities	Marketable Securities The Company’s investments in marketable securities are classified as available-for-sale and are reported at fair value. These marketable securities are classified as current assets as these investments are intended to be available to the Company for use in funding current operations. Unrealized gains and losses on available-for-sale securities are classified in accumulated other comprehensive gain (loss) within stockholders’ equity. The unrealized gain at September 30, 2023 was nominal. Changes in the fair value of available-for-sale securities impact earnings only when such securities are sold, or an allowance for expected credit losses or impairment is recognized. We regularly evaluate our portfolio of marketable securities for expected credit losses and impairment. In making this judgement, we evaluate, among other things, the extent to which the fair value of a security is less than its amortized cost; the financial condition of the issuer, including the credit quality, and any changes thereto; and our intent to sell, or whether we will more likely than not be required to sell, the security before recovery of its amortized cost basis. Our assessment of whether a marketable security has a credit loss or is impaired could change in the future due to new developments or changes in assumptions related to any particular security.
Concentration of Credit Risk and Other Risks and Uncertainties	Concentration of Credit Risk and Other Risks and Uncertainties The Company assesses both the self-pay patient and, if applicable, the third-party payor that reimburses the Company on the patient’s behalf when evaluating the concentration of credit risk. Significant patients and payors are those that represent more than 10% of the Company’s total revenues for the period or accounts receivable balance at each respective balance sheet date. The significant concentrations of accounts receivable at September 30, 2023 and December 31, 2022 were primarily from managed care insurance companies, institutional billed accounts, and data arrangements. There was no individual patient or client that accounted for 10% or more of the Company’s revenue or accounts receivable for any of the periods presented. The Company does not require collateral as a means to mitigate patient or payor credit risk.
Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements Not Yet Adopted	Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). The new credit losses standard changes the impairment model for most financial assets and certain other instruments. For trade and other receivables, contract assets recognized as a result of applying ASC 606, loans and certain other instruments, entities will be required to use a new forward looking “expected loss” model that generally will result in earlier recognition of credit losses than under today’s incurred loss model. The Company adopted ASU 2016-13 effective January 1, 2023 and the adoption did not have material impact in the condensed consolidated statements of operations and comprehensive loss. Recently Issued Accounting Pronouncements Not Yet Adopted The Company has reviewed the recently issued Accounting Standards Update accounting pronouncements and does not believe that the adoption of any such pronouncements will have a material impact on its financial statements or related disclosures.

Fair Value Measurements - Narrative (Details)			1 Months Ended	3 Months Ended	9 Months Ended		12 Months Ended
Fair Value Measurements - Narrative (Details)	Apr. 14, 2023 shares	Apr. 29, 2022 $ / shares shares	Apr. 30, 2023 shares	Sep. 30, 2023 USD ($) $ / shares	Sep. 30, 2023 USD ($) $ / shares shares	Sep. 30, 2022 USD ($)	Dec. 31, 2022 USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Outstanding loan balance				$ 6,250,000	$ 6,250,000
Current portion of long-term debt				198,000	198,000
Cash, cash equivalents and marketable securities				114,300,000	114,300,000		$ 123,900,000
Marketable securities				26,910,000	26,910,000		0
(Loss) gain in fair value of warrant and contingent liabilities						$ 10,200,000
Contingent consideration based on milestone achievement				$ 0	$ 0		0
Measurement Input, Revenue Multiple
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent liability measurement input				0.18	0.18
Measurement Input, Share Price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent liability measurement input \| $ / shares				5.96	5.96
GeneDx
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
(Loss) gain in fair value of warrant and contingent liabilities				$ 1,000,000	$ 900,000
Business combination, contingent consideration arrangements				150,000,000	150,000,000		150,000,000
Contingent consideration based on milestone achievement				$ 0	0
Business combination contingent consideration liability period 1					163,000,000		163,000,000
Business combination contingent consideration liability period 2					$ 219,000,000
Business combination contingent consideration first milestone (as percent)					80.00%
Business combination contingent consideration revenue target of milestone event (as percent)					100.00%
Business combination contingent consideration percentage of milestone payment based on revenue target (as percent)					100.00%
Number of shares issuable (in shares) \| shares			701,460
GeneDx \| Class A common stock
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Number of shares issuable (in shares) \| shares	701,460	2,400,000			701,460
Price per shares (in dollars per share) \| $ / shares		$ 70.95		$ 160.38	$ 160.38
GeneDx \| Minimum
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Business combination contingent consideration revenue target of milestone event (as percent)					90.00%
GeneDx \| Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
(Loss) gain in fair value of warrant and contingent liabilities				$ (400,000)	$ (200,000)
GeneDx \| Contingent Consideration, Milestone One
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Business combination, contingent consideration arrangements				112,500,000	112,500,000		112,500,000
GeneDx \| Contingent Consideration, Milestone Two
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Business combination, contingent consideration arrangements				37,500,000	37,500,000		37,500,000
Contingent consideration based on milestone achievement				0	0
Level 1 \| Money Market Funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents, fair value				80,100,000	80,100,000		16,900,000
Level 1 \| US Treasury Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents, fair value				6,100,000	6,100,000
Level 1 \| Corporate and Municipal
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents, fair value				21,100,000	21,100,000
DECD loan \| Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Outstanding loan balance				6,300,000	6,300,000		$ 6,300,000
Current portion of long-term debt				200,000	200,000
Long-term debt, fair value				$ 4,800,000	$ 4,800,000

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Total revenue	$ 53,303	$ 83,234	$ 145,148	$ 173,344
Cost of services	28,044	69,685	85,896	183,768
Gross profit (loss)	25,259	13,549	59,252	(10,424)
Research and development	14,288	13,354	46,018	61,837
Selling and marketing	16,763	34,383	45,397	92,839
General and administrative	26,099	54,931	107,129	172,958
Impairment loss	8,282	0	10,402	0
Other operating expenses, net	2,794	1,697	5,259	4,712
Loss from operations	(42,967)	(90,816)	(154,953)	(342,770)
Non-operating income (expenses), net
Change in fair market value of warrant and earn-out contingent liabilities	590	12,978	684	54,350
Interest income (expense), net	1,053	190	2,092	(999)
Other (expense) income, net	(1,134)	2	1,668	58
Total non-operating income, net	509	13,170	4,444	53,409
Loss before income taxes	(42,458)	(77,646)	(150,509)	(289,361)
Income tax benefit	172	65	515	49,142
Net loss and comprehensive loss	$ (42,286)	$ (77,581)	$ (149,994)	(240,219)
Net loss and comprehensive loss				$ (240,219)
Weighted average shares outstanding of Class A common stock, Basic (in shares)	25,788,747	11,538,308	23,777,327	9,741,250
Weighted average shares outstanding of Class A common stock, Diluted (in shares)	25,788,747	11,538,308	23,777,327	9,741,250
Basic net loss per share, Class A common stock (in dollars per share)	$ (1.64)	$ (6.72)	$ (6.31)	$ (24.66)
Diluted net loss per share, Class A common stock (in dollars per share)	$ (1.64)	$ (6.72)	$ (6.31)	$ (24.66)
Class A Common Stock
Non-operating income (expenses), net
Weighted average shares outstanding of Class A common stock, Basic (in shares)	25,788,747	11,538,308	23,777,327	9,741,250
Weighted average shares outstanding of Class A common stock, Diluted (in shares)	25,788,747	11,538,308	23,777,327	9,741,250
Basic net loss per share, Class A common stock (in dollars per share)	$ (1.64)	$ (6.72)	$ (6.31)	$ (24.66)
Diluted net loss per share, Class A common stock (in dollars per share)	$ (1.64)	$ (6.72)	$ (6.31)	$ (24.66)
Diagnostic test revenue
Total revenue	$ 51,955	$ 81,490	$ 140,440	$ 167,989
Other revenue
Total revenue	$ 1,348	$ 1,744	$ 4,708	$ 5,355

Business Combinations - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) - GeneDx - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022	Apr. 30, 2022	Apr. 29, 2022
Acquired Finite-Lived Intangible Assets [Line Items]
Cash and cash equivalents				$ 0
Accounts receivables				21,651
Inventory				6,210
Prepaid expenses				4,671
Other current assets				320
Property and equipment				29,509
Other non-current assets				6,464
Accounts payable and accrued expenses				(12,862)
Other current liabilities				(15,781)
Deferred tax liabilities				(51,779)
Long-term lease liabilities				(5,798)
Fair value of net assets acquired				178,605
Goodwill	$ 0	$ 0	$ 185,900	185,871
Aggregate purchase price				364,476
Trade names and trademarks
Acquired Finite-Lived Intangible Assets [Line Items]
Business combination, finite-lived intangibles				50,000
Developed technology
Acquired Finite-Lived Intangible Assets [Line Items]
Business combination, finite-lived intangibles				48,000
Customer relationships
Acquired Finite-Lived Intangible Assets [Line Items]
Business combination, finite-lived intangibles				$ 98,000

Related Party Transactions

9 Months Ended

Sep. 30, 2023

Related Party Transactions

Related party revenues

Total related party revenues are included within diagnostic test revenue and other revenue in the condensed consolidated statements of operations and comprehensive loss as follows (in thousands):


	Three months ended September 30,				Nine months ended September 30,
	2023		2022		2023		2022
Diagnostic test revenue	$	813	$	809	$	2,457	$	1,392
Other revenue	—		149		—		296
Total related party revenues	$	813	$	958	$	2,457	$	1,688

Related party revenues primarily include diagnostic testing revenues generated by GeneDx from BioReference Laboratories, Inc., which is a subsidiary of OPKO. The prices charged represent market rates. Revenue recorded from this contract was $0.7 million and $0.6 million for the three months ended and $2.1 million and $1.0 million for the nine months ended September 30, 2023 and 2022, respectively.

Related party costs

Total related party costs are included within cost of services and other, net in the condensed consolidated statements of operations and comprehensive loss as follows (in thousands):


	Three months ended September 30,				Nine months ended September 30,
	2023		2022		2023		2022
Cost of services	$	1,305	$	1,103	$	3,769	$	3,507
Other, net	1,782		1,697		4,581		4,712
Total related party costs	$	3,087	$	2,800	$	8,350	$	8,219

On June 1, 2017, the Company signed a contribution and funding agreement and other agreements with ISMMS, whereby ISMMS contributed certain assets and liabilities related to the Company’s operations, provided certain services to the Company, and also committed to funding the Company up to $55.0 million in future capital contributions in exchange for equity in the Company, of which $55.0 million was drawn at December 31, 2019. Following the transaction, the Company commenced operations and began providing the services and performing research.

Expenses recognized pursuant to service arrangements with ISMMS, including certain sub-lease arrangements the Company has through ISMMS, totaled $2.1 million and $2.0 million for the three months ended and $5.4 million and $6.2 million for the nine months ended September 30, 2023 and 2022, respectively. These amounts include certain lease expenses the Company incurs and pay to ISMMS for certain sub-lease arrangements. They are included in either cost of services or related party expenses in the condensed consolidated statements of operations and comprehensive loss depending on the particular activity to which the costs relate. Payables due to ISMMS for the other service arrangements were $3.8 million and $2.4 million at September 30, 2023 and December 31, 2022, respectively, these amounts include unpaid lease payments the Company accrued for. The payments to be made to ISMMS and are included within due to related parties on the Company’s condensed consolidated balance sheets.

Additionally, the Company has purchased $2.2 million of diagnostic testing kits and materials and $0.6 million and $1.4 million was recorded in cost of services for the three and nine months ended September 30, 2023, respectively, from an affiliate of a member of the Board of Directors who has served in the role since July 2021. The prices paid represent market rates. Payables due were $0.1 million and $0.4 million at September 30, 2023 and December 31, 2022, respectively.

Legacy GeneDx and OPKO entered into a Transition Services Agreement dated at April 29, 2022 (the “OPKO TSA”) pursuant to which OPKO agreed to provide, at cost, certain services in support of the Acquisition of the Legacy GeneDx business through December 31, 2022, subject to certain limited exceptions, in order to facilitate the transactions contemplated by the Acquisition Merger Agreement, including human resources, information technology support, and finance and accounting. The Company recorded $0.3 million and $0.5 million of expense for the three months ended and $1.1 million and $0.8 million for the nine months ended September 30, 2023 and 2022, respectively, related to the agreement. At September 30, 2023 there were less than $0.1 million of unpaid costs, and at December 31, 2022 $0.4 million was unpaid and included in due to related parties in condensed consolidated balance sheets.

During the nine months ended September 30, 2023, the Company recorded a reduction of $1.3 million of receivables from OPKO related to the Acquisition closing working capital adjustment that was previously recorded at December 31, 2022. The amount was presented as prepaid expenses and other current assets in condensed consolidated balance sheets at December 31, 2022.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

+ Details

Restructuring Costs (Tables)

9 Months Ended

Sep. 30, 2023

Restructuring and Related Activities [Abstract]

Schedule of Restructuring Cost

The table below provides certain information concerning restructuring activity during the nine months ended September 30, 2023:


	Reserve Balance at December 31, 2022		Charged to Costs and Expenses		Payments and Other		Reserve Balance at September 30, 2023
Severance	$	4,770	$	4,530	$	(7,810)	$	1,490
Others	253		18		(271)		—
Total	$	5,023	$	4,548	$	(8,081)	$	1,490

Restructuring and Related Costs

The restructuring costs for the three and nine months ended September 30, 2023 and 2022 were as follows:


	Three months ended September 30,				Nine months ended September 30,
	2023		2022		2023		2022
Severance	$	2,191	$	7,297	$	4,530	$	12,532
Others	—		1,695		18		6,022
Total	$	2,191	$	8,992	$	4,548	$	18,554

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Income Taxes (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Tax Disclosure [Abstract]
Income tax benefit	$ 172	$ 65	$ 515	$ 49,142
Effective tax rate			0.35%	0.05%

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Restructuring Costs - Restructuring Activity (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2023 USD ($)
Restructuring Reserve [Roll Forward]
Restructuring reserve, beginning balance	$ 5,023
Charged to Costs and Expenses	4,548
Payments and Other	(8,081)
Restructuring reserve, ending balance	1,490
Severance
Restructuring Reserve [Roll Forward]
Restructuring reserve, beginning balance	4,770
Charged to Costs and Expenses	4,530
Payments and Other	(7,810)
Restructuring reserve, ending balance	1,490
Others
Restructuring Reserve [Roll Forward]
Restructuring reserve, beginning balance	253
Charged to Costs and Expenses	18
Payments and Other	(271)
Restructuring reserve, ending balance	$ 0

Related Party Transactions - Related Party Costs (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Related Party Transaction [Line Items]
Cost of services	$ 28,044	$ 69,685	$ 85,896	$ 183,768
Related Party
Related Party Transaction [Line Items]
Cost of services	1,305	1,103	3,769	3,507
Other, net	1,782	1,697	4,581	4,712
Total related party costs	$ 3,087	$ 2,800	$ 8,350	$ 8,219