What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2022-02-24 compared with 2021-02-25 · 1 added, 82 removed, 14 unchanged (86% of the section changed)

13 unchanged sentences

Securities authorized for issuance under equity compensation plans

The information required by this item with respect to our equity compensation plans is incorporated by reference to our definitive proxy statement relating to our 2021 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year to which this Annual Report on Form 10-K relates (the “2021 Proxy Statement”).

Stock performance graph

The graph below shows a comparison, from October 4, 2018 (the date our common stock commenced trading on the Nasdaq) through December 31, 2020, of the cumulative total return to stockholders of our common stock relative to the Nasdaq Composite Index (“NBI”) and the Nasdaq Biotechnology Index (“IXIC”).

The graph assumes that $100 was invested in each of our common stock, the Nasdaq Composite and the Nasdaq Biotechnology at their respective closing prices on October 4, 2018 and assumes reinvestment of gross dividends.

The stock price performance shown in the graph represents past performance and should not be considered an indication of future stock price performance.

This graph is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference into any of our filings under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

Selected Financial Data

The following selected consolidated financial data should be read in conjunction with Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations , ” and the audited consolidated financial statements and related notes included in Part II, Item 8, “Financial Statements and Supplementary Data , ” of this Annual Report on Form 10-K, including factors that may affect the comparability of such selected information.

The consolidated statements of operations data for the years ended December 31, 2020, 2019 and 2018, respectively, and the consolidated balance sheet data as of December 31, 2020 and 2019, respectively, are derived from our audited consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K.

The consolidated statements of operations data for the year ended December 31, 2017 and 2016, and the consolidated balance sheet data as of December 31, 2018, 2017 and 2016, respectively, are derived from our audited consolidated financial statements that is not included in this Annual Report on Form 10-K.

The selected consolidated financial data in this section are not intended to replace our consolidated financial statements and the related notes, and are qualified in their entirety by the consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K.

Our historical results are not necessarily indicative of our results in any future period.

Year Ended December 31,

(in thousands, except per share data) 2020 2019 2018 2017 2016

Statements of Operations Data:

Precision oncology testing (1)

$ 236,324 $ 180,462 $ 78,407 $ 42,088 $ 24,496

Development services and other (1)

50,406 33,913 12,232 7,754 753

Total revenue

286,730 214,375 90,639 49,842 25,249

Costs and operating expenses:

Cost of precision oncology testing

74,769 62,255 39,846 28,883 22,065

Cost of development services

17,766 8,465 3,364 2,735 59

Research and development expense

149,862 86,292 50,714 25,562 10,859

Sales and marketing expense

106,513 78,335 53,465 32,497 26,192

General and administrative expense

192,770 61,399 36,192 36,777 9,921

Total costs and operating expenses

541,680 296,746 183,581 126,454 69,096

Loss from operations

(254,950) (82,371) (92,942) (76,612) (43,847)

Interest income 10,171 13,741 5,266 2,234 733

Interest expense (4,766) (1,181) (1,251) (2,702) (3,018)

Loss on debt extinguishment — — — (5,075) —

Other income (expense), net 3,641 88 4,702 (1,059) (1)

Loss before provision for income taxes

(245,904) (69,723) (84,225) (83,214) (46,133)

Provision for (Benefit from) income taxes 379 (1,872) 38 7 6

(246,283) (67,851) (84,263) (83,221) (46,139)

Adjustment of redeemable noncontrolling interest

(7,500) (7,800) (800) — —

Net loss attributable to Guardant Health, Inc.

$ (253,783) $ (75,651) $ (85,063) $ (83,221) $ (46,139)

Deemed dividend related to repurchase of Series A convertible preferred stock

— — — (4,716) —

Deemed dividend related to change in conversion rate of Series D convertible preferred stock

— — — (1,058) —

Net loss attributable to Guardant Health, Inc.

common stockholders

$ (253,783) $ (75,651) $ (85,063) $ (88,995) $ (46,139)

Net loss per share attributable to Guardant Health, Inc.

common stockholders, basic and diluted

$ (2.60) $ (0.84) $ (2.80) $ (7.07) $ (3.53)

Weighted-average shares used in computing net loss per share attributable to Guardant Health, Inc.

common stockholders, basic and diluted

97,504 90,597 30,403 12,582 13,053

As of December 31,

(in thousands) 2020 2019 2018 2017 2016

Balance Sheet Data:

Cash, cash equivalents and marketable securities

$ 2,041,477 $ 791,585 $ 496,524 $ 294,574 $ 95,256

Working capital (1),(2),(3)

1,821,552 524,624 422,047 223,308 88,813

Total assets (1),(3)

2,271,781 962,535 587,403 342,938 116,565

Total liabilities (3),(4)

916,186 114,542 62,451 34,332 36,869

Redeemable noncontrolling interest

57,100 49,600 41,800 — —

Total stockholders’ equity (1)(5)

1,298,495 798,393 483,152 308,606 79,696

(1) Fiscal years 2018, 2017 and 2016 results do not reflect the impact of the adoption of the new revenue accounting standard in fiscal year 2019.

(2) We define working capital as current assets less current liabilities.

See our audited financial statements and related notes included elsewhere in this Annual Report on Form 10-K for further details regarding our current assets and current liabilities.

(3) Fiscal years 2018, 2017 and 2016 do not reflect the impact of adoption of the new leasing standard in fiscal year 2019.

(4) Fiscal year 2020 included net carrying amount of our convertible senior notes of $806.3 million.

(5) Fiscal year 2020 included equity portion of convertible senior notes of $330.4 million.

The information required by this item with respect to our equity compensation plans is incorporated by reference to our definitive proxy statement relating to our 2022 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year to which this Annual Report on Form 10-K relates, or the 2022 Proxy Statement.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity