Seer, Inc. 10-K

Item 8. Financial Statements and Supplementary Data Page Report of Independent Registered Public Accounting Firm (PCAOB ID 34 ) 84 Consolidated Balance Sheets 87 Consolidated Statements of Operations and Comprehensive Loss 88 Consolidated Statements of Changes in Stockholders’ Equity 89 Consolidated Statements of Cash Flows 90 Notes to Consolidated Financial Statements 91 83 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the shareholders and the Board of Directors of Seer, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Seer, Inc. and subsidiary (the "Company") as of December 31, 2021 and 2020, the related consolidated statements of operations and comprehensive loss, changes in stockholders' equity, and cash flows, for each of the two years in the period ended December 31, 2021, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 1, 2022, expressed an unqualified opinion on the Company's internal control over financial reporting. Change in Accounting Principle As discussed in Note 2 to the financial statements, the Company has changed its method of accounting for leases effective January 1, 2021 due to the adoption of Financial Accounting Standards Board (“FASB”) Accounting Standard Update (“ASU”) Topic 842, Leases (“ASC 842”), using the modified retrospective approach. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Revenue – Revenue Recognition – Product and Services - Refer to Notes 2 and 5 to the financial statements 84 Critical Audit Matter Description The Company generates revenue from sales of products and services. The Company’s product, the Proteograph Product Suite, consists of an instrument with embedded software essential to the instrument’s functionality, and consumables as well as platform evaluation agreements. The Company’s services primarily consist of the generation and analysis of proteomic data. The Company recognizes revenue when control of the products and services are transferred to its customers in an amount that reflects the consideration it expects to be entitled to receive from its customers in exchange for those products and services. This process involves identifying the contract with a customer, determining performance obligations in the contract, determining the transaction price, allocating the transaction price to the distinct performance obligations in the contract, and recognizing revenue when the performance obligations have been satisfied. For the year ended December 31, 2021, the Company recognized product and services revenue of $6.4 million. The Company regularly enters into contracts that include various combinations of products and services, which are generally distinct and accounted for as separate performance obligations. A performance obligation is considered distinct from other obligations in a contract when it provides a benefit to the customer either on its own or together with other resources that are readily available to the customer and is distinct within the context of the contract. The Company considers a performance obligation satisfied once it has transferred control of a good or service to the customer, meaning the customer has the ability to direct the use and obtain substantially all the economic benefits from the good or service. In instances where right of payment or transfer of title is contingent upon the customer’s acceptance of the product, revenue is deferred until all acceptance criteria have been met. The transaction price is allocated to each performance obligation in proportion to its standalone selling price. The Company determines the standalone selling price using average selling prices with consideration of current market conditions. If the product or service has no history of sales or if the sales volume is not sufficient, the Company relies upon prices set by management, adjusted for applicable discounts. Given the significant judgments made by management to determine whether various combinations of products and services are distinct and accounted for as separate performance obligations, whether performance obligations have been satisfied, and the standalone selling price of performance obligations, performing audit procedures to evaluate the reasonableness of management’s judgments in the recognition of product and services revenue required a high degree of auditor judgment and an increased extent of effort, including the involvement of more experienced engagement team members. We have identified the revenue recognition of product and services revenue a critical audit matter. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the significant judgments made by management in the recognition of products and services revenue included the following, among others: ◦ We tested the operating effectiveness of controls over the Company’s revenue recognition process, including those over management’s determination of distinct performance obligations, determination of the timing of revenue recognition when performance obligations are satisfied, and determination of the standalone selling prices of performance obligations. ◦ We evaluated the reasonableness of the Company’s significant accounting policies related to product and services revenue recognition. ◦ We selected a sample of recorded product and services revenue transactions and performed the following procedures: ▪ Obtained and read customer source documents such as contracts, master agreements, and/or amendments thereto, to evaluate if relevant contractual terms have been appropriately identified and considered by management in making revenue recognition judgments. 85 ▪ Evaluated management’s application of the Company’s accounting policy and tested revenue recognition for the distinct performance obligations by comparing management’s judgments to the underlying source documents. ▪ Tested the mathematical accuracy of management’s calculations of product and services revenue. ▪ Evaluated the appropriateness of management’s determination of the timing of revenue recognition and obtained third party evidence of transfer of control of the products and services to the customer. ◦ We evaluated the reasonableness of management’s determination of standalone selling prices by performing the following: ▪ Evaluated the application of the Company’s accounting policy and mathematical accuracy of the determined standalone selling prices. ▪ Tested the completeness and accuracy of the source data used in management’s calculations. /s/ Deloitte and Touche LLP San Francisco, California March 1, 2022 We have served as the Company's auditor since 2018. 86 SEER, INC. Consolidated Balance Sheets (in thousands, except share and per share amounts) December 31, 2021 2020 ASSETS Current assets: Cash and cash equivalents $ 232,813 $ 333,585 Short-term investments 167,261 98,278 Accounts receivable, net 2,495 — Related party receivables 1,283 99 Other receivables 366 163 Inventory 4,145 551 Prepaid expenses and other current assets 3,336 452 Total current assets 411,699 433,128 Long-term investments 93,186 — Operating lease right-of-use assets 20,142 — Property and equipment, net 13,087 8,441 Restricted cash 524 343 Other assets 501 407 Total assets $ 539,139 $ 442,319 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 3,789 $ 2,115 Accrued expenses 7,371 5,147 Accrued research and development 1,023 396 Deferred revenue 376 250 Deferred rent, current — 186 Operating lease liabilities, current 864 — Total current liabilities 13,423 8,094 Deferred rent, net of current portion — 1,899 Operating lease liabilities, net of current portion 22,459 — Other noncurrent liabilities 341 717 Total liabilities 36,223 10,710 Commitments and contingencies (Note 9) Stockholders’ equity: Preferred stock, $ 0.00001 par value; 5,000,000 shares authorized as of December 31, 2021 and 2020; zero shares issued and outstanding as of December 31, 2021 and 2020 — — Class A common stock, $ 0.00001 par value; 94,000,000 shares authorized as of December 31, 2021 and 2020; 57,493,005 and 53,395,319 shares issued and outstanding as of December 31, 2021 and 2020, respectively; 1 1 Class B common stock, $ 0.00001 par value; 6,000,000 shares authorized as of December 31, 2021 and 2020; 4,522,478 and 5,865,732 shares issued and outstanding as of December 31, 2021 and 2020, respectively; — — Additional paid-in capital 629,981 486,915 Accumulated other comprehensive income (loss) ( 536 ) 54 Accumulated deficit ( 126,530 ) ( 55,361 ) Total stockholders’ equity 502,916 431,609 Total liabilities and stockholders’ equity $ 539,139 $ 442,319 The accompanying notes are an integral part of these consolidated financial statements. 87 SEER, INC. Consolidated Statements of Operations and Comprehensive Loss (in thousands, except share and per share amounts) Year Ended December 31, 2021 2020 Revenue: Product $ 3,577 $ — Service 500 — Related party 2,317 — Grant and other 223 656 Total revenue 6,617 656 Cost of revenue: Product 2,300 — Service 42 — Related party 863 — Total cost of revenue 3,205 — Gross profit 3,412 656 Operating expenses: Research and development 29,121 18,942 Selling, general and administrative 45,764 15,363 Total operating expenses 74,885 34,305 Loss from operations ( 71,473 ) ( 33,649 ) Other income (expense): Interest income 326 883 Interest expense ( 22 ) — Other expense — ( 9 ) Total other income 304 874 Net loss $ ( 71,169 ) $ ( 32,775 ) Other comprehensive income (loss): Unrealized gain (loss) on available-for-sale securities ( 590 ) 30 Comprehensive loss $ ( 71,759 ) $ ( 32,745 ) Net loss per share attributable to common stockholders, basic and diluted $ ( 1.17 ) $ ( 2.48 ) Weighted-average common shares outstanding, basic and diluted 60,863,950 13,216,657 The accompanying notes are an integral part of these consolidated financial statements. 88 SEER, INC. Consolidated Statements of Changes in Stockholders’ Equity (in thousands, except share amounts) Convertible Preferred Stock Class A and Class B Common Stock Additional Paid in Capital Accumulated Deficit Accumulated Other Comprehensive Income (Loss) Total Shares Amount Shares Amount Balance at December 31, 2019 22,173,216 $ 107,953 12,193,677 $ — $ 2,288 $ ( 22,586 ) $ 24 $ 87,679 Issuance of Class A common stock from exercise of options — — 725,579 — 145 — — 145 Repurchase of Class A common stock — — ( 382,360 ) — — — — — Vesting of early exercised stock options and restricted common stock — — — — 185 — — 185 Issuance of Series D-1 convertible preferred stock, net of issuance costs of $ 104 6,853,571 54,896 — — — — — 54,896 Issuance of Class A common stock upon initial public offering, net of issuance costs of $ 17,277 — — 10,592,106 — 183,866 — — 183,866 Issuance of Class A common stock in connection with private placement, net of issuance costs of $ 4,725 — — 7,105,262 — 130,275 — — 130,275 Conversion of convertible preferred stock into Class A common stock ( 29,026,787 ) ( 162,849 ) 29,026,787 1 162,848 — — — Stock-based compensation — — — — 7,348 — — 7,348 Distribution of PrognomIQ shares — — — — ( 40 ) — — ( 40 ) Other comprehensive income — — — — — — 30 30 Net loss — — — — — ( 32,775 ) — ( 32,775 ) Balance at December 31, 2020 — — 59,261,051 1 486,915 ( 55,361 ) 54 431,609 Issuance of Class A common stock from exercise of options and release of restricted stock units — — 1,107,059 — 1,885 — — 1,885 Repurchase of Class A common stock — — ( 20,556 ) — — — — — Vesting of early exercised stock options and restricted common stock — — — — 470 — — 470 Issuance of Class A common stock upon follow-on offering, net of issuance costs of $ 7,591 — — 1,650,000 — 102,959 — — 102,959 Issuance of Class A common stock in connection with employee stock purchase plan — — 17,929 — 422 — — 422 Return of profit — — — — 11,403 — — 11,403 Stock-based compensation — — — — 25,927 — — 25,927 Other comprehensive loss — — — — — — ( 590 ) ( 590 ) Net loss — — — — — ( 71,169 ) — ( 71,169 ) Balance at December 31, 2021 — $ — 62,015,483 $ 1 $ 629,981 $ ( 126,530 ) $ ( 536 ) $ 502,916 The accompanying notes are an integral part of these consolidated financial statements. 89 SEER, INC. Consolidated Statements of Cash Flows (in thousands) Year Ended December 31, 2021 2020 OPERATING ACTIVITIES Net loss $ ( 71,169 ) $ ( 32,775 ) Adjustments to reconcile net loss to net cash used in operating activities: Stock-based compensation 25,927 7,348 Depreciation and amortization 2,558 1,606 Net amortization of premium on available-for-sale securities 1,197 261 Non-cash interest expense and other adjustments — 10 Non-cash operating lease expense 1,005 — Changes in operating assets and liabilities: Accounts receivable, net ( 2,495 ) — Related party receivables ( 1,184 ) — Other receivables ( 203 ) 64 Prepaid expenses and other current assets ( 2,884 ) 8 Inventory ( 3,594 ) ( 551 ) Other assets ( 94 ) ( 7 ) Accounts payable 1,603 912 Deferred revenue 126 75 Deferred rent — 242 Accrued expenses 2,277 2,036 Accrued research and development 627 ( 254 ) Operating lease liabilities 91 — Other noncurrent liabilities ( 135 ) 197 Net cash used in operating activities ( 46,347 ) ( 20,828 ) INVESTING ACTIVITIES Purchases of property and equipment ( 6,922 ) ( 4,534 ) Purchase of available-for-sale securities ( 279,956 ) ( 87,724 ) Proceeds from maturities of available-for-sale securities 116,000 57,750 Investment in equity method investee — ( 50 ) Net cash used in investing activities ( 170,878 ) ( 34,558 ) FINANCING ACTIVITIES Proceeds from issuance of common stock upon follow-on public offering, net of issuance costs 102,959 — Proceeds from return of profit 11,403 — Repurchase of Class A common stock ( 35 ) ( 13 ) Proceeds from exercise of Class A common stock options including early exercised options 1,885 1,265 Proceeds from issuance of common stock in connection with employee stock purchase plan 422 — Proceeds from issuance of Series D-1 convertible preferred stock, net of issuance costs — 54,896 Proceeds from issuance of Class A common stock upon initial public offering, net of issuance costs — 185,063 Proceeds of issuance of Class A common stock in private placement — 130,275 Net cash provided by financing activities 116,634 371,486 Net increase (decrease) in cash, cash equivalents and restricted cash ( 100,591 ) 316,100 Cash, cash equivalents and restricted cash, beginning of period 333,928 17,828 Cash, cash equivalents and restricted cash, end of period $ 233,337 $ 333,928 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Cash paid for income taxes $ 645 $ — SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES Property and equipment purchases included in accounts payable $ 186 $ 115 Property and equipment purchases included in accrued expenses $ 269 $ 58 Lease liability obtained in exchange for right-of-use assets $ 23,232 $ — Conversion of convertible preferred stock into common stock upon initial public offering $ — $ 162,848 Offering costs in accounts payable $ — $ 468 Offering costs in accrued expenses $ — $ 729 The accompanying notes are an integral part of these consolidated financial statements. 90 SEER, INC. Notes to Consolidated Financial Statements 1. ORGANIZATION AND DESCRIPTION OF THE BUSINESS Seer, Inc. (the Company) was incorporated in Delaware on March 16, 2017, and is headquartered in Redwood City, California. In December 2020, the Company formed the wholly-owned subsidiary, Seer Securities Corporation, located in Massachusetts. The Company is a life sciences company focused on capturing deep molecular insights from the proteome to enable novel insights and breakthroughs in the understanding of biology and disease. Since inception, the Company has devoted its efforts principally to research, development and commercialization of its technology and products, recruiting management and technical staff, acquiring operating assets, and raising capital. The Company is subject to a number of risks, similar to other early-stage life science companies, including, but not limited to, development and commercialization of its products, market acceptance of its products, development by its competitors of new technological innovations, protection of its intellectual property, and raising additional capital. Initial Public Offering The Company’s registration statement on Form S-1 related to its initial public offering (IPO) was declared effective on December 3, 2020 by the Securities and Exchange Commission (SEC), and the Company’s Class A common stock began trading on the Nasdaq Global Select Market on December 4, 2020. On December 8, 2020, the Company completed its IPO, in which the Company sold 10,592,106 shares of Class A common stock, including 1,381,579 shares of Class A common stock that were offered and sold pursuant to the full exercise of the underwriters’ option to purchase additional shares, at a price to the public of $ 19.00 per share. Including the option exercise, the Company received net proceeds of $ 183.9 million after deducting offering costs, underwriting discounts, and commissions of $ 17.4 million. Concurrent with the IPO, the Company issued 7,105,262 shares of its Class A common stock in a private placement for net proceeds of $ 130.3 million after deducting offering costs, underwriting discounts and commissions of $ 4.7 million. In addition, 526,315 shares of Class B common stock converted into Class A common stock in connection with the sale of such shares by an existing shareholder in a secondary transaction and 2,803,737 shares of Class B common stock were voluntarily converted to an equal amount of Class A common stock. Public Offering On February 1, 2021, the Company completed an underwritten public offering of 1,650,000 shares of its Class A common stock at a public offering price of $ 67.00 per share. The Company received net proceeds of $ 103.0 million after deducting offering costs, underwriting discounts, and commissions of $ 7.6 million. Liquidity As of December 31, 2021, the Company has incurred significant losses and has had negative cash flows from operations. As of December 31, 2021, the Company had cash, cash equivalents and investments of $ 493.3 million and an accumulated deficit of $ 126.5 million. Management expects to continue to incur significant expenses for the foreseeable future and to incur operating losses in the near term while the Company makes investments to support its anticipated growth. The Company believes that its cash and cash equivalents balance as of December 31, 2021 provides sufficient capital resources to continue its operations for at least 12 months from the issuance date of the accompanying consolidated financial statements. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION Basis of Presentation The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). The Company has issued shares of Class A common stock herein referred to as “Class A common stock” or “Class A” and Class B common stock herein referred to as “Class B common stock” or “Class B,” and collectively as “common stock.” The consolidated financial statements include the accounts of Seer, Inc. and its wholly-owned subsidiary. All intercompany transactions and balances have been eliminated. 91 SEER, INC. Notes to Consolidated Financial Statements Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. On an ongoing basis, the Company evaluates its estimates and assumptions, including, but not limited to, those related to the determination of stand-alone selling price for revenue recognition, the fair value of common stock, stock-based compensation, accrued research and development expenses, allowance for credit losses, inventory valuation, useful lives and valuation of property and equipment, income tax uncertainties, and tax valuation allowances. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ materially from those estimates. Concentration of Credit Risk and Other Risks and Uncertainties Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash, cash equivalents, and investments. The Company maintains bank deposits in federally insured financial institutions, and these deposits may exceed federally insured limits. The Company is exposed to credit risk in the event of default by the financial institutions holding its cash and cash equivalents and issuers of investments to the extent recorded in the consolidated balance sheets. In fiscal year 2021, two customers accounted for 35 % and 12 % of the Company’s total revenue. In fiscal year 2020, total revenue was immaterial. As of December 31, 2021, there were three customers which represented 34 %, 23 %, and 19 % of the total accounts receivable balance. As of December 31, 2020, total accounts receivable were immaterial.. The Company is subject to a number of risks similar to other early-stage life science companies, including, but not limited to its competitors developing new technological innovations, the need to successfully commercialize and gain market acceptance of the Company’s products, protection of its proprietary technology, and the need to secure and maintain adequate product inventory through its own manufacturing and through manufacturing arrangements with third parties. If the Company does not successfully commercialize or partner any of its products, it will be unable to generate product revenue sufficient to achieve profitability. Impact of the COVID-19 Pandemic As a result of the COVID-19 pandemic (COVID-19), the Company’s operations experienced disruptions and restrictions on employees’ ability to work and on the hiring of additional personnel, particularly as a result of preventive and precautionary measures taken by the Company and some of its suppliers and other service providers. In particular, some of the Company’s laboratory material and equipment suppliers, collaborators, and service providers used in the performance of its research activities and phased commercial launch plan have been similarly impacted by COVID-19, which may limit the Company’s ability to achieve its planned progress. In addition, Company personnel have experienced delays in accessing customers in certain countries with strict COVID-19 policies to provide installation and training services. COVID-19 has adversely affected the broader economy, which could affect the Company’s financing prospects. Continued disruptions from COVID-19 could harm the Company’s operations and the Company cannot anticipate all the ways in which it could be adversely impacted by health epidemics such as COVID-19. The COVID-19 pandemic has mainly impacted some of the Company’s suppliers who have experienced a surge in demand for their products resulting in supply delays for critical hardware, instrumentation and medical and testing supplies used for product development and commercialization. The Company continues to monitor and assess the effects of the COVID-19 pandemic on its business, financial condition, results of operations and cash flows. 92 SEER, INC. Notes to Consolidated Financial Statements Variable Interest Entities and Voting Interest Entities The Company consolidates those entities in which it has direct, or indirect controlling financial interest based on either the Variable Interest Entity (VIE) model or the Voting Interest Entity (VOE) model. VIEs are primarily entities that, by design, either lack sufficient equity-at-risk to finance their activities without additional subordinated financial support from other parties or whose equity-at-risk holders, as a group, lack one or more of the following characteristics: (i) direct or indirect ability to make decisions (ii) obligation to absorb expected losses or (iii) right to receive expected residual returns. VIEs must be evaluated quantitatively and qualitatively to determine the primary beneficiary, which is the reporting entity that has (a) the power to direct activities of a VIE that most significantly impact the VIE’s economic performance and (b) the obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. The primary beneficiary of a VIE is required to consolidate the assets and liabilities of the VIE. To determine a VIE’s primary beneficiary, the Company performs a qualitative assessment to determine which party, if any, has the power to direct activities of the VIE and the obligation to absorb its losses or receive its benefits. This assessment involves identifying the activities that most significantly impact the VIE’s economic performance and determining whether the Company, or another party, have the power to direct those activities. To assess whether the Company has the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance, the Company considers all the facts and circumstances, including its role in establishing the VIE and its ongoing rights and responsibilities. In general, the parties that make the most significant decisions affecting the VIE (management and representation on the board of directors) and have the right to unilaterally remove those decision-makers are deemed to have the power to direct the activities of a VIE. To assess whether the Company has the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE, the Company considers all of its economic interests, which typically include equity investments in preferred and common stock that are deemed to be variable interests in the VIE. This assessment requires the Company to apply judgment in determining whether these interests, in the aggregate, are considered potentially significant to the VIE. Factors considered in assessing the significance include: the design of the VIE, including its capitalization structure; subordination of interests; payment priority; relative share of interests held across various classes within the VIE’s capital structure; and the reasons why the interests are held by the Company. At the VIE’s inception, the Company determines whether it is the primary beneficiary and if the VIE should be consolidated based on the facts and circumstances. The Company then performs on-going reassessments of the VIE based on reconsideration events and reevaluates whether a change to the consolidation conclusion is required at each reporting period. Entities that do not qualify as a VIE are assessed for consolidation under the VOE model. Under the VOE model, the Company consolidates the entity if it determines that it, directly or indirectly, has greater than 50% of the voting shares and that other equity holders do not have substantive voting, participating or liquidation rights. Equity Method Investments The Company utilizes the equity method to account for investments when it possesses the ability to exercise significant influence, but not control, over the operating and financial decisions of the investee. In applying the equity method, the Company records the investment at cost and subsequently increases or decreases the carrying amount of the investment by its proportionate share of the net earnings or losses and other comprehensive income of the investee based on its percentage of common stock ownership during the respective reporting period. Payments to investees such as additional investments and payments from investees such as dividends are recorded as adjustments to the carrying value of the investment. In the event that net losses of the investee reduce the carrying amount to zero, no additional net losses are recorded unless the Company makes additional investment in the investee, has guaranteed obligations of the investee, or is otherwise committed to provide further financial support for the investee. 93 SEER, INC. Notes to Consolidated Financial Statements As of December 31, 2021, the Company has an equity method investment in PrognomIQ. Refer to Note 10 for additional information. Cash, Cash Equivalents and Restricted Cash The Company considers all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents. As of December 31, 2021 and 2020, all amounts recorded as cash and cash equivalents consist of money market funds and are stated at fair value. Restricted cash as of December 31, 2021 and 2020 represents cash held by a financial institution as security for a letter of credit issued to the lessor for one of the Company’s operating leases and is classified as noncurrent. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the consolidated balance sheets that sum to the total of the same amounts shown in the consolidated statements of cash flows (in thousands): December 31, 2021 2020 Cash and cash equivalents $ 232,813 $ 333,585 Restricted cash 524 343 Total cash, cash equivalents and restricted cash $ 233,337 $ 333,928 Segment Information The Company operates as a single operating segment. The Company’s chief operating decision maker, its Chief Executive Officer, manages the Company’s operations on a consolidated basis for the purposes of allocating resources, making operating decisions and evaluating financial performance. Investments The Company has designated all investments, which includes U.S. Treasury securities, as available-for-sale, and therefore, such investments are reported at fair value, with unrealized gains and losses excluded from earnings and reported as a component of other comprehensive loss. The cost of available-for-sale securities is adjusted for the amortization of premiums and accretion of discounts to expected maturity. Such amortization and accretion are included in other income (expense) on the consolidated statements of operations and comprehensive loss. Realized gains and losses and interest income on available-for-sale securities are also included in other income (expense). The cost of securities sold is based on the specific identification method. The Company determines the appropriate classification of its investments in debt securities at the time of purchase and reevaluates such designation at each balance sheet date. As of December 31, 2021, the Company classifies its available-for-sale securities as short-term investments or long-term investments based on the remaining contractual maturity of the securities. All of the Company’s investments are subject to a periodic impairment review. The Company recognizes an impairment charge when a decline in the fair value of its investments below the cost basis is judged to be other than temporary. Factors considered in determining whether a loss is temporary include the length of time and extent to which an investment’s fair value has been less than its cost basis, the financial condition and near-term prospects of the investee, extent of the loss related to credit of the issuer, the expected cash flows from the security, the Company’s intent to sell the security and whether or not the Company will be required to sell the security before the recovery of its amortized cost. During the year ended December 31, 2021, the Company did not recognize any impairment charges on its investments. Any unrealized losses on available-for-sale debt securities that are attributed to credit risk are recorded to the consolidated statements of operations and comprehensive loss through an allowance for credit losses. During the year ended December 31, 2021, the Company did not recognize any such impairment charges on its investments. 94 SEER, INC. Notes to Consolidated Financial Statements Accounts Receivable, Net Accounts receivable consist of amounts due from customers for the sales of products and services, net of any allowance for credit losses. The Company’s expected loss allowance methodology for receivables is developed using its historical collection experience, current and future economic market conditions and a review of the current aging status and financial condition of its customers. Specific allowance amounts are established to record the appropriate allowance for customers that have an identified risk of default. General allowance amounts are established based upon an assessment of expected credit losses for the Company’s receivables by aging category. Balances are written off when they are ultimately determined to be uncollectible. There was no allowance for credit losses related to accounts receivable as of December 31, 2021 and 2020. Inventory Inventory is recorded at the lower of standard cost, which approximates actual cost on a weighted-average basis, or net realizable value, on a first-in, first-out basis. Provisions for slow-moving, excess or obsolete inventories are recorded when required to reduce inventory values to their estimated net realizable values based on product expiration, development plans, or quality issues. The Company writes down specifically identified unusable, obsolete, slow-moving or known unsalable inventory in the period that it is first recognized by using a number of factors including product expiration dates, open and unfulfilled orders and sales forecasts. Any write-down of its inventory to net realizable value establishes a new cost basis and will be maintained even if certain circumstances suggest that the inventory is recoverable in subsequent periods. Costs associated with the write-down of inventory are recorded to cost of revenue on the Company’s consolidated statements of operations. Property and Equipment Property and equipment are recorded at cost, net of accumulated depreciation and amortization. Depreciation is recorded using the straight-line method over the estimated useful lives of the assets, generally three to five years . When assets are retired or otherwise disposed of, the cost and related accumulated depreciation and amortization are removed from the consolidated balance sheet and any resulting gain or loss is included as a part of income (loss) from operations within the consolidated statements of operations and comprehensive loss. Leasehold improvements are capitalized and amortized over the shorter of the lease term or the estimated useful life of the related asset. Major replacements and improvements are capitalized, while general repairs and maintenance are expensed as incurred. Construction-in-process assets consist primarily of tools and equipment that have not yet been placed in service. These assets are stated at cost and are not depreciated. Once the assets are placed into service, assets are reclassified to the appropriate asset class on their nature and depreciated in accordance with the useful lives above. Impairment of Long-Lived Assets The Company evaluates the carrying amount of its long-lived assets whenever events or changes in circumstances indicate that the assets may not be recoverable. If indicators of impairment exist and the undiscounted future net cash flows expected to be generated by such assets are less than the carrying amount of the asset, an impairment loss is recorded to write the asset down to its estimated fair value based on a discounted future cash flow approach or quoted market values. There have been no such impairment losses for the periods presented. Leases The Company adopted Accounting Standards Codification (ASC) Topic 842, Leases (ASC 842) during the fourth quarter of 2021 effective as of January 1, 2021, as discussed below in the section titled Recently Adopted Accounting Pronouncements. Under ASC 842, the Company determines if an arrangement is or contains a lease at contract inception. Operating lease right-of-use (ROU) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized based on the present value of lease payments over the lease term at the commencement date of the lease. ROU assets also include any initial direct costs incurred and any lease payments made at or before the lease commencement date, less any lease incentive received. The Company 95 SEER, INC. Notes to Consolidated Financial Statements uses its incremental borrowing rate in determining the present value of lease payments based on the information available at the date of lease commencement. The incremental borrowing rate reflects the rate of interest that a lessee would have to pay to borrow, on a collateralized basis over a similar term, an amount equal to the lease payments in a similar economic environment. Lease expense for an operating lease is recognized on a straight-line basis over the lease term. The Company elected to not separate non-lease components from the associated lease components and to not recognize right-of-use assets and lease liabilities for leases with a term of twelve months or less. Variable lease payments are primarily related to property taxes, insurance and common area maintenance, and are recognized as lease costs when incurred. Revenue Recognition The Company generates revenue from sales of products and services. The Company’s product, the Proteograph Product Suite, consists of an instrument with embedded software essential to the instrument's functionality, and consumables as well as platform evaluation agreements. The Company began recognizing revenue from shipments of its Proteograph Product Suite during the second quarter of 2021. The service revenue primarily consists of revenue received from the generation and analysis of proteomic data on behalf of the customer and revenue is recognized upon delivery of the reports. The Company recognizes revenue when control of the products and services is transferred to its customers in an amount that reflects the consideration it expects to be entitled to receive from its customers in exchange for those products and services. This process involves identifying the contract with a customer, determining the performance obligations in the contract, determining the transaction price, allocating the transaction price to the distinct performance obligations in the contract, and recognizing revenue when the performance obligations have been satisfied. A performance obligation is considered distinct from other obligations in a contract when it provides a benefit to the customer either on its own or together with other resources that are readily available to the customer and is distinct with the context of the contract. The Company considers a performance obligation satisfied once it has transferred control of a good or service to the customer, meaning the customer has the ability to direct the use and obtain substantially all the economic benefits from the good or service. In instances where right of payment or transfer of title is contingent upon the customer’s acceptance of the product, revenue is deferred until all acceptance criteria have been met. Revenue is recorded net of discounts and sales taxes collected on behalf of governmental authorities. Customers are invoiced generally upon shipment, or upon order for services, and payment is typically due within 30 or 60 days. Cash received from customers in advance of product shipment or providing services is recorded as a contract liability. The Company’s contracts with its customers generally do not include rights of return or a significant financing component. The Company elected the practical expedient to account for shipping and handling activities that occur after the customer has obtained control as a fulfillment activity and not a separate performance obligation. The Company expenses incremental costs of obtaining a contract as and when incurred if the expected amortization period is one year or less or the amount is immaterial. The Company excludes from the transaction price all taxes assessed by a governmental authority on revenue-producing transactions that are collected by the Company from a customer. The Company regularly enters into contracts that include various combinations of products and services, which are generally distinct and accounted for as separate performance obligations. The transaction price is allocated to each performance obligation in proportion to its standalone selling price. The Company determines the standalone selling price using average selling prices with consideration of current market conditions. If the product or service has no history of sales or if the sales volume is not sufficient, the Company relies upon prices set by management, adjusted for applicable discounts. Grant and Other Revenue Grant revenue represents funding under cost reimbursement programs from federal foundation sources for qualified research and development activities performed by the Company and are not based on estimates that are subject to change. Grants received are assessed to determine if the agreement should be accounted for as an exchange 96 SEER, INC. Notes to Consolidated Financial Statements transaction or a contribution. An agreement is accounted for as a contribution if the resource provider does not receive commensurate value in return for the assets transferred. Such amounts are recorded as revenue as grant-funded activities are performed up to the amount of expenses incurred. Any advance funding payments are recorded as deferred revenue until the activities are performed. The Company recognizes revenue for research and development services contracts when control is transferred, which is upon completion of the services and when results of the services have been transferred to the customer. Upfront payments and fees received are recorded as deferred revenue until the Company performs its obligations under its arrangements. Amounts payable to the Company are recorded as other receivables when its right to consideration is unconditional. Shipping and Handling Costs Shipping and handling costs are included in cost of revenue. Research and Development Expenses Research and development costs, which includes cost associated with performing services under research and development service contracts and research and development of the Company’s technology and product candidates, are expensed as incurred. Research and development expenses primarily consist of employee compensation, including stock-based compensation, and related benefits, laboratory supplies, consulting costs, costs related to clinical studies for the collection of biological samples for research use and allocated costs, including rent, depreciation, information technology, and utilities. Advance payments for goods or services for future research and development activities are deferred as prepaid expenses and expensed as the goods are delivered or the related services are performed. Accrued Research and Development Expenses Goods or services for research and development activities that have not yet been invoiced are recorded as liabilities within accrued research and development on the consolidated balance sheets. The Company estimates clinical discovery studies expenses based on the services performed related to clinical studies for the collection of biological samples for research use. In accruing service fees, the Company estimates the period over which services will be performed and the level of effort to be expended in each period. These estimates are based on communications with the service provider and the Company’s estimates of services performed based on information available at each balance sheet date determined through analysis with internal personnel and external service providers as to the progress or stage of completion of the associated services. Although the Company does not expect its estimates to be materially different from amounts actually incurred, the Company’s estimate of the status and timing of services performed relative to the actual status and timing of services performed may vary. Through December 31, 2021, there have been no material differences from the Company’s estimated accrued research and development expenses to actual expenses. General and Administrative General and administrative expenses include employee compensation, including stock-based compensation, and related benefits for executive management, finance, legal, administration and human resources, allocated costs, including rent, depreciation, information technology, insurance, utilities, professional service fees, and other general overhead costs to support the Company’s operations. Stock-Based Compensation The Company accounts for stock-based compensation, including from restricted common stock awards (RSAs), grants of restricted stock units (RSUs), and stock options that may be settled in shares of our common stock, based on the fair values of the equity instruments issued. The fair value is determined on the measurement date, which is generally the date of grant. The fair value of RSAs is the difference between the fair value of the underlying stock at the measurement date and the purchase price. The fair value of RSUs is the fair value of the underlying stock at the measurement date. The fair value for our stock option awards is determined at the grant date using the Black- 97 SEER, INC. Notes to Consolidated Financial Statements Scholes valuation model. For share-based payment awards that vest subject to the satisfaction of a service requirement, the fair value of the awards is recognized as expense on a straight-line basis over the requisite service period in which the awards are expected to vest. For share-based payment awards with performance-based vesting conditions, the fair value of the awards is recognized as expense using the accelerated attribution method over the vesting period. Forfeitures are accounted for in the period in which they occur. Share-based payment awards that include a service condition and a performance condition are expected to vest when the performance condition is probable of being met. The Black-Scholes model considers several variables and assumptions in estimating the fair value of stock-based awards that require judgment, for which changes if they occur can materially affect the resulting estimates of fair value. These assumptions include the per share fair value of the underlying common stock, exercise price, expected term, risk-free interest rate, expected annual dividend yield, and the expected stock price volatility over the expected term as follows: Fair Value of Common Stock For grants prior to the Company’s IPO in December 2020, the grant-date fair market value of the shares of common stock underlying stock options was determined by the Company’s Board of Directors with assistance of third-party valuation specialists. Because there was no public market for the Company’s common stock, the Board of Directors exercised reasonable judgment and considered a number of objective and subjective factors to determine the best estimate of the fair market value, which include important developments in the Company’s operations, the prices at which the Company sold shares of its convertible preferred stock, the rights, preferences and privileges of the Company’s convertible preferred stock relative to those of the Company’s common stock, actual operating results, financial performance, external market conditions in the life sciences industry, general U.S. market conditions, equity market conditions of comparable public companies, and the lack of marketability of the Company’s common stock. For all grants subsequent to the IPO, the fair value of common stock was determined by using the closing price per share of common stock as reported on the Nasdaq Global Select Market. Expected Volatility The Company had no publicly available stock price information prior to its IPO and limited publicly available stock price information subsequent to its IPO and therefore the Company has used the historical volatility of the stock price of similar publicly traded peer companies. The historical volatility is calculated based on a period of time commensurate with the expected term assumptions. Expected Term For stock options granted to employees and directors, the expected term is calculated using the simplified method for “plain vanilla” stock option awards. The expected term for stock options granted to non-employees is the contractual term. Risk-Free Interest Rate The risk-free interest rate is based on the yield available on U.S. Treasury zero-coupon issues similar in duration to the expected term of the equity-settled award. Expected Dividends The expected dividend yield is assumed to be zero as the Company has never paid dividends and has no current plans to pay dividends on its common stock. Income Taxes The Company accounts for income taxes using the asset and liability method. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between 98 SEER, INC. Notes to Consolidated Financial Statements the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. A valuation allowance is recorded for deferred tax assets if it is more likely than not that some portion or all of the deferred tax assets will not be realized. In evaluating the ability to recover its deferred income tax assets, the Company considers all available positive and negative evidence, including its operating results, ongoing tax planning, and forecasts of future taxable income on a jurisdiction-by-jurisdiction basis. In the event the Company determines that it would be able to realize its deferred income tax assets in the future in excess of their net recorded amount, it would make an adjustment to the valuation allowance that would reduce the provision for income taxes. Conversely, in the event that all or part of the net deferred tax assets are determined not to be realizable in the future, an adjustment to the valuation allowance would increase the provision for income taxes in the period when such determination is made. The Company records uncertain tax positions in accordance with ASC 740, Income Taxes on the basis of a two-step process in which (1) we determine whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, we recognize the largest amount of tax benefit that is more likely than 50 percent likely to be realized. Interest and penalties related to unrecognized tax benefits are included within the provision for income tax. At both December 31, 2021 and 2020, there were no interest and penalties. Net Loss Per Share Attributable to Common Stockholders Net loss per share of common stock is computed using the two-class method required for multiple classes of common stock and participating securities based upon their respective rights to receive dividends as if all income for the period has been distributed. The rights, including the liquidation and dividend rights and sharing of losses, of the Class A and Class B common stock are identical, other than voting rights. As the liquidation and dividend rights and sharing of losses are identical, the undistributed earnings are allocated on a proportionate basis and the resulting net loss per share attributed to common stockholders is therefore the same for Class A and Class B common stock on an individual or combined basis. The Company also considers any shares issued on the early exercise of stock options subject to repurchase to be participating securities because holders of such shares have non-forfeitable dividend rights in the event a dividend is paid on common stock. The holders of early exercised shares subject to repurchase do not have a contractual obligation to share in losses. Basic net loss per share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, adjusted for outstanding shares that are subject to repurchase. Diluted net loss per share is computed by giving effect to all potentially dilutive securities outstanding for the period using the treasury stock method or the if-converted method based on the nature of such securities. For periods in which the Company reports net losses, diluted net loss per common share attributable to common stockholders is the same as basic net loss per common share attributable to common stockholders, because potentially dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. Commitments and Contingencies Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties, and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. Comprehensive Loss Comprehensive loss is comprised of net loss and changes in accumulated other comprehensive income and loss on the Company’s available-for-sale investments related to unrealized gains and losses. 99 SEER, INC. Notes to Consolidated Financial Statements Fair Value Measurement Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability, or an exit price, in the principal or most advantageous market for that asset or liability in an orderly transaction between market participants on the measurement date. Fair value measurement establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs, where available, and minimize the use of unobservable inputs when measuring fair value. The Company determined the fair value of financial assets and liabilities using the fair value hierarchy that describes three levels of inputs that may be used to measure fair value, as follows: Level 1—Quoted prices in active markets for identical assets and liabilities; Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Recently Adopted Accounting Pronouncements In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which is intended to simplify the accounting for income taxes. This standard removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing standards to improve consistent application. The Company adopted this standard as of January 1, 2021, which did not have a material impact on its financial statements as of the adoption date. In January 2020, the FASB issued ASU No. 2020-01, Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) . This standard clarifies the interaction between accounting standards related to equity securities, equity method investments, and certain derivative instruments. The Company adopted this standard as of January 1, 2021, which did not have a material impact on its financial statements as of the adoption date. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) . This standard clarifies the definition of a lease and requires a lessee to recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-to-use asset representing its right to use the underlying asset for the lease term. Since the Company ceased to be an emerging growth company as of December 31, 2021, the Company adopted this standard during the fourth quarter of 2021 effective as of January 1, 2021, using the modified retrospective method by applying the new standard to all leases existing as of the effective date and not restating comparative periods. The Company elected the practical expedients to not reassess whether any expired or existing contracts are or contain leases, carry forward its historical lease classification and not reassess initial direct costs for existing leases. The Company also elected the practical expedient to use hindsight in determining the lease term and in assessing impairment of the Company’s ROU assets upon transition. The impact of adoption and additional disclosures required by the standard have been included in “Significant Accounting Policies - Leases” above and in Note 9. Upon adoption of ASC 842 effective January 1, 2021, the Company recorded an operating ROU asset of $ 5.7 million, operating lease liabilities of $ 7.8 million and derecognized deferred rent of $ 2.1 million. Prior period amounts before January 1, 2021 have not been adjusted and continue to be reported in accordance with the Company’s historical accounting under previous lease guidance, ASC 840: Leases (Topic 840) . 100 SEER, INC. Notes to Consolidated Financial Statements Recently Issued Accounting Pronouncements Not Yet Adopted In November 2021, the FASB issued ASU No. 2021-10, Government Assistance (ASC Topic 832): Disclosures by Business Entities about Government Assistance . This standard requires annual disclosures that increase the transparency of transactions involving government grants, including the type of transactions, the accounting for those transactions and the effect of those transactions on an entity’s financial statements. This standard is effective for fiscal years beginning after December 15, 2021, with early adoption permitted. The Company does not expect this standard to have a material impact on its consolidated financial statements and related disclosures. 3. FAIR VALUE MEASUREMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS The following tables set forth the fair value of the Company’s financial assets that were measured at fair value on a recurring basis by level within the fair value hierarchy (in thousands). December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Classification: Money market funds Cash and cash equivalents $ 232,813 $ — $ — $ 232,813 U.S. Treasury securities Investments — 260,447 — 260,447 Total assets measured at fair value $ 232,813 $ 260,447 $ — $ 493,260 December 31, 2020 Level 1 Level 2 Level 3 Total Assets: Classification: Money market funds Cash and cash equivalents $ 333,585 $ — $ — $ 333,585 U.S. Treasury securities Investments — 98,278 — 98,278 Total assets measured at fair value $ 333,585 $ 98,278 $ — $ 431,863 There were no financial liabilities measured at fair value. The Company classifies money market funds within Level 1 of the fair value hierarchy because they are valued using quoted market prices. The Company classifies its investments in U.S. Treasury securities (Treasury bills, Treasury notes, and Treasury bonds) as Level 2 instruments and obtains fair value from an independent pricing service, which may use quoted market prices for identical or comparable instruments or model-driven valuations using observable market data or inputs corroborated by observable market data. The carrying amount of the Company’s accounts receivable, other receivables, prepaid expenses and other current assets, accounts payable, and accrued expenses approximate fair value due to their short maturities. 101 SEER, INC. Notes to Consolidated Financial Statements The following is a summary of the Company’s cash equivalents and investments and the gross unrealized holding gains and losses (in thousands): December 31, 2021 Amortized Cost Basis Unrealized Gains Unrealized Losses Fair Value Assets: Money market funds $ 232,813 $ — $ — $ 232,813 U.S. Treasury securities 260,983 — ( 536 ) 260,447 Total $ 493,796 $ — $ ( 536 ) $ 493,260 December 31, 2020 Amortized Cost Basis Unrealized Gains Unrealized Losses Fair Value Assets: Money market funds $ 333,585 $ — $ — $ 333,585 U.S. Treasury securities 98,223 57 ( 2 ) 98,278 Total $ 431,808 $ 57 $ ( 2 ) $ 431,863 As of December 31, 2021 and 2020, unrealized losses on available-for-sale investments are not attributable to credit risk and are considered to be temporary. No investments have been in a continuous unrealized loss position for 12 months or longer. The Company believes it is more likely than not that investments in an unrealized loss position will be held until maturity or the recovery of the cost basis of the investment. To date, the Company has not recorded any impairment charges on marketable securities related to other-than-temporary declines in market value. As of December 31, 2021, $ 93.2 million of available-for-sale investments had remaining maturities between one and two years . The remainder of the available-for-sale investments have a remaining maturity of one year or less. 102 SEER, INC. Notes to Consolidated Financial Statements 4. OTHER FINANCIAL STATEMENT INFORMATION Inventory Inventory consists of the following (in thousands): December 31, 2021 2020 Raw materials $ 1,836 $ — Work-in-progress 221 — Finished goods 2,088 551 Total inventory $ 4,145 $ 551 Property and Equipment, Net Property and equipment, net consists of the following (in thousands): December 31, 2021 2020 Laboratory equipment $ 13,823 $ 8,075 Computer equipment and software 461 182 Furniture and fixtures 478 241 Leasehold improvements 2,449 2,294 Construction-in-progress 784 — Property and equipment 17,995 10,792 Less: accumulated depreciation and amortization ( 4,908 ) ( 2,351 ) Total property and equipment, net $ 13,087 $ 8,441 Depreciation and amortization expense related to property and equipment was $ 2.6 million and $ 1.6 million for the years ended December 31, 2021 and 2020, respectively. Accrued Expenses Accrued expenses consists of the following (in thousands): December 31, 2021 2020 Accrued compensation $ 4,730 $ 2,866 Accrued professional services 388 1,074 Accrued property and equipment 269 — Accrued taxes 457 — Restricted stock liability, current 220 484 Other 1,307 723 Total accrued expenses $ 7,371 $ 5,147 103 SEER, INC. Notes to Consolidated Financial Statements 5. REVENUE AND DEFERRED REVENUE Product revenue consists of instrument with embedded software essential to the instrument's functionality, consumables and platform evaluation agreements. Service revenue primarily consists of revenue received from the generation and analysis of proteomic data on behalf of the customer. Related party revenue is comprised of both the sale of products and services performed for PrognomIQ, as further discussed in Note 10. Grant revenues consist of services performed specifically for the reimbursement of research-related expenses. Product Revenue For the year ended December 31, 2021 and 2020, the Company recognized $ 3.6 million and $ 0 of product revenue to non-related customers. As of December 31, 2021 and 2020, the Company recorded $ 0.4 million and $ 0 of deferred revenue related to product sales. Service Revenue For the year ended December 31, 2021 and 2020 the Company recognized $ 0.5 million and $ 0 of service revenue to non-related customers. In March 2020, the Company entered into a sponsored research service agreement with a pharmaceutical company for a total consideration of $ 0.5 million of which $ 0.3 million was received and recorded as deferred revenue as of December 31, 2020. All of these deferred service revenues were recognized during the year ended December 31, 2021. As of December 31, 2021, there were $ 0 of deferred service revenue. Deferred revenue activity for the year ended December 31, 2021 and 2020 are as follows (in thousands): December 31, 2021 2020 Balance, beginning of period $ 250 $ — Additions 376 250 Revenue recognized ( 250 ) — Balance, end of period $ 376 $ 250 Transaction price allocated to remaining performance obligations represents contracted revenue that has not yet been recognized, which includes deferred revenue and non-cancelable amounts that will be invoiced and recognized as revenues in future periods. The Company expects to recognize substantially all of the remaining transaction price in the next 12 months. In fiscal year 2021, 21 % of our total revenue was generated outside of the United States, primarily from countries in Asia. In fiscal year 2020, no revenues were generated outside of the United States. Grant and other revenue In February 2019, the Company entered into a sponsored research agreement with a biotechnology company under which the Company was required to execute certain research and development activities. During the year ended December 31, 2021 and 2020, the Company recognized research revenue of $ 0 and $ 0.3 million, with respect to this research agreement. In August 2019, the Company received a notice of a Small Business Innovation Research grant award from the National Institutes of Health, which will provide funding of approximately $ 1.1 million to the Company for its development of research applications. In June 2020, the Company received a notice that additional grant consideration of $ 0.9 million will be awarded. During the year ended December 31, 2021 and 2020, the Company recognized grant revenue of $ 0.2 million and $ 0.4 million with respect to the award. 104 SEER, INC. Notes to Consolidated Financial Statements 6. CAPITAL STOCK AND STOCKHOLDERS’ EQUITY As of December 31, 2021, the Company is authorized to issue 105,000,000 shares of capital stock consisting of 94,000,000 shares of Class A common stock, 6,000,000 shares of Class B common stock, and 5,000,000 shares of preferred stock. Common Stock Common stock issued and outstanding is as follows: December 31, 2021 2020 Class A common stock 57,493,005 53,395,319 Class B common stock 4,522,478 5,865,732 Total common stock issued and outstanding 62,015,483 59,261,051 Class A and Class B common stock have a par value of $ 0.00001 per share. Holders of Class A common stock are entitled to one vote per share and holders of Class B common stock are entitled to 10 votes per share. Class B common shares are convertible to Class A common shares at any time at the option of the holder on a one-for-one basis. Holders of common stock are entitled to dividends as declared by the Board of Directors, subject to rights of holders of all classes of stock outstanding having priority rights as to dividends. There have been no dividends declared to date. Common stock issued and outstanding on the consolidated balance sheets and consolidated statements of changes in stockholders' equity includes shares related to early exercised options and restricted stock that are subject to repurchase. In the first quarter of 2021, the Company received $ 11.4 million related to the return of short-swing profits from one of its beneficial owners. These proceeds are recognized as a capital contribution from stockholders as an increase to additional paid-in capital on the consolidated statements of changes in stockholders’ equity and as cash provided by financing activities on the consolidated statements of cash flows. 7. EQUITY INCENTIVE PLANS In 2017, the Company adopted the 2017 Stock Incentive Plan (2017 Plan), which provided for the granting of awards to employees, directors, and consultants of the Company. Awards issuable under the Plan include incentive stock options (ISO), nonqualified stock options (NSO), and restricted stock awards. In 2020, the Company adopted the 2020 RSU Equity Incentive Plan (2020 RSU Plan), which provided for the granting of RSUs to certain employees of the Company. In 2020, the Company adopted the 2020 Equity Incentive Plan (2020 Plan), which became effective in connection with the IPO. The Company’s 2017 Plan and 2020 RSU Plan were terminated in connection with the IPO and no further grants will be made under the 2017 Plan and 2020 RSU Plan from the date that the 2020 Plan became effective. Stock Options Stock options to purchase the Company’s Class A common stock may be granted at a price not less than the fair market value of the Company’s Class A common stock at the date of grant in the case of both NSOs and ISOs, except for grants of stock options to an employee or non-employee with options who owns more than 10% of the voting power of all classes of stock of the Company, in which case the exercise price shall be no less than 110 % of the fair market value per Class A common stock on the grant date. The exercise price for an ISO cannot be less than the fair market value of the Class A common stock on the grant date. Stock options granted under the 2017 Plan and 2020 Plan generally vest over four years and expire no later than 10 years from the date of grant. 5,336,569 shares of Class A common stock were initially reserved for issuance under the 2020 Plan, which includes 516,710 shares that remained available for issuance under the 2017 Plan. As of December 31, 2021, there are 8,299,622 shares of 105 SEER, INC. Notes to Consolidated Financial Statements Class A common stock reserved for issuance under the 2020 Plan, 5,129,240 shares of which are available for issuance in connection with grants of future awards. Stock option activity for the year ended December 31, 2021 is as follows: Options Outstanding Weighted-Average Exercise Price Weighted-Average Remaining Term (Years) Aggregate Intrinsic Value (in thousands) Balance - December 31, 2020 9,551,105 $ 5.55 8.99 $ 483,194 Options granted 1,678,042 46.89 Options exercised ( 1,040,515 ) 1.84 Options cancelled and forfeited ( 355,708 ) 19.64 Balance - December 31, 2021 9,832,924 $ 12.49 8.48 $ 139,143 Vested and exercisable, December 31, 2021 3,062,451 $ 5.32 8.03 $ 55,309 The weighted-average grant-date fair value of stock options granted to employees during the years ended December 31, 2021 and 2020, was $ 28.93 and $ 4.26 per share, respectively. The total intrinsic value of stock options exercised during the years ended December 31, 2021 and 2020, was $ 46.5 million and $ 1.6 million, respectively. As of December 31, 2021, the total unrecognized stock-based compensation related to unvested stock options was $ 60.8 million, which the Company expects to recognize over a remaining weighted-average period of 2.71 years. The fair value of stock options granted to employees, directors, and non-employees is calculated using the Black-Scholes option pricing model using the following assumptions: Year Ended December 31, 2021 2020 Risk-free interest rate 0.6 % - 1.4 % 0.3 % - 1.6 % Expected volatility 62.5 % - 71.4 % 62.2 % - 70.6 % Expected term (in years) 6.00 - 10.00 5.00 - 10.00 Expected dividend yield — — Restricted Stock Awards Certain stock options granted under the 2017 Plan provide stock option holders the right to exercise unvested stock options in exchange for restricted shares of Class A common stock. The Company has also issued restricted shares of Class A common stock to employees and directors under the 2017 Plan. The restricted shares of Class A common stock related to early exercised stock options and restricted shares of Class A common stock awards are subject to repurchase by the Company at the original purchase price in the event that the optionee’s employment is terminated prior to the shares vesting. The consideration received for early exercised stock options and for shares sold pursuant to restricted stock purchase agreements is recorded as a liability on the consolidated balance sheets and reclassified to stockholders’ equity as the shares vest. 106 SEER, INC. Notes to Consolidated Financial Statements The activity of restricted shares of Class A common stock for the year ended December 31, 2021 is as follows: Number of Shares Weighted-Average Grant Date Fair Value Unvested at December 31, 2020 775,641 $ 1.77 Granted 10,728 1.66 Repurchased ( 20,556 ) 1.14 Vested ( 591,513 ) 1.89 Unvested at December 31, 2021 174,300 $ 1.43 Restricted Stock Units The Company has granted RSUs under the 2020 RSU Plan and the 2020 Plan. Restricted stock units (“RSUs”) are share awards that entitle the holder to receive freely tradable shares of the Company’s common stock upon vesting. The RSUs cannot be transferred and the awards are subject to forfeiture if the holder’s employment terminates prior to the release of the vesting restrictions. The fair value of the RSUs is equal to the closing price of the Company’s common stock on the grant date. The RSUs generally vest over a two - to three-year period from the vesting start date. RSU activity for the year ended December 31, 2021 is as follows: Number of Shares Weighted-Average Grant Date Fair Value Balance at December 31, 2020 491,318 $ 7.91 Granted 325,378 51.98 Vested ( 66,544 ) 14.12 Cancelled ( 9,786 ) 24.70 Balance at December 31, 2021 740,366 $ 26.49 As of December 31, 2021, the total unrecognized stock-based compensation related to RSUs was $ 14.4 million, which the Company expects to recognize over a remaining weighted-average period of 1.72 years. Employee Stock Purchase Plan In November 2020, the Company’s board of directors adopted the 2020 Employee Stock Purchase Plan (ESPP), which was subsequently approved by the Company’s stockholders and became effective in connection with the IPO. The ESPP permits participants to purchase common stock through payroll deductions of up to 15 % of their eligible compensation. A total of 1,195,327 shares of Class A common stock are reserved for issuance under the ESPP as of December 31, 2021. During the year ended December 31, 2021, 17,929 shares of Class A common stock were issued under the ESPP. As of December 31, 2021, the total unrecognized stock-based compensation related to the ESPP was $ 0.2 million, which the Company expects to recognize over a remaining weighted-average period of 0.37 years. 107 SEER, INC. Notes to Consolidated Financial Statements The fair value of the ESPP shares is estimated using the Black-Scholes option pricing model, based on the following assumptions: Year Ended December 31, 2021 Risk-free interest rate 0.1 % Expected volatility 56.9 % - 67.4 % Expected term (in years) 0.34 - 0.50 Expected dividend yield — Stock-Based Compensation The following table summarizes the components of stock-based compensation recognized in the Company’s consolidated statements of operations and comprehensive loss (in thousands): Year Ended December 31, 2021 2020 Cost of revenue $ 1,800 $ — Research and development 4,422 899 Selling, general and administrative 19,705 6,449 Total stock-based compensation $ 25,927 $ 7,348 In October 2020, in connection with the transition of our former Chief Business Officer to a consulting role, the vesting of 461,876 share-based awards were accelerated. An additional 76,304 options to purchase Class A common stock are expected to vest over the term of the consulting agreement pursuant to the terms and conditions of the original options. The total amount of stock-based compensation associated with the modification is $ 2.8 million, of which $ 2.3 million was recorded on the date of the modification. 8. EMPLOYEE BENEFIT PLANS The Company sponsors a qualified 401(k) defined contribution plan covering eligible employees. Participants may contribute a portion of their annual compensation limited to a maximum annual amount set by the Internal Revenue Service. There were no employer contributions under this plan for fiscal 2021 and 2020. 9. COMMITMENTS AND CONTINGENCIES Facility Lease Agreement On January 4, 2019, the Company entered into a lease agreement for office and laboratory space in Redwood City, California. The lease term commenced in November 2019 and was set to end on September 30, 2029. The Company entered into an amendment to the lease agreement in June 2020 that makes certain changes to the original lease, including (i) additional office and laboratory space in the same building (the Expansion Premises) and (ii) an extension of the expiration date of the original lease to 127.5 months following the delivery date of the Expansion Premises, which is estimated to be in the first quarter of 2022. The Company entered into another amendment to the lease agreement in April 2021 that further expanded the office and laboratory space and commenced in May 2021. The same lease term applies to all space leased under the lease and its amendments and the Company has an option to renew all such leased space for an additional five-year term at then-current market rates. In connection with the lease and its amendments, the Company maintains a letter of credit issued to the lessor in the amount of $ 0.5 million and $ 0.3 million as of December 31, 2021 and 2020, respectively, which is secured by restricted cash that is classified as noncurrent at each date based on the term of the underlying lease. 108 SEER, INC. Notes to Consolidated Financial Statements During the period from June 2020 through May 2021, the Company was provided with temporary space. The Company was not required to pay additional rent for the temporary space, but was required to pay property taxes, insurance and normal maintenance costs with respect to the temporary space. On January 1, 2021, the Company adopted ASC 842 and the following disclosures as of and for the year ended December 31, 2021 are presented under ASC 842. As of December 31, 2021, the remaining weighted-average lease term was 10.8 years and the weighted-average incremental borrowing rate used to determine the operating lease liabilities was 5.9 %. During the year ended December 31, 2021, the Company incurred $ 2.8 million of lease costs, of which $ 0.1 million is related to the Company’s short-term lease and $ 0.7 million is related to variable lease payments, which are primarily comprised of common area maintenance and include costs associated with the temporary space. During the year ended December 31, 2020, the Company incurred $ 0.7 million in rent expense. As of December 31, 2021, future minimum commitments under the Company’s non-cancelable facility operating lease, in accordance with ASC 842, are as follows: Years ending December 31, (in thousands) 2022 $ 2,209 2023 2,698 2024 2,775 2025 2,855 2026 2,937 Thereafter 18,495 Total undiscounted future minimum lease payments 31,969 Present value adjustment for minimum lease commitments ( 8,646 ) Total operating lease liabilities $ 23,323 The total undiscounted future minimum lease payments associated with the Expansion Premises are approximately $ 10.5 million and are not included in the table above. The Company has not recognized an ROU asset or aggregate lease liability as of December 31, 2021 for the Expansion Premises as the Company did not control the underlying assets at any time during the year ended December 31, 2021. As of December 31, 2020, future minimum commitments under the Company’s non-cancelable facility operating lease, in accordance with ASC 840, Lease Accounting, are as follows: Years ending December 31, (in thousands) 2021 $ 795 2022 1,279 2023 1,783 2024 1,833 2025 1,884 Thereafter 12,792 Total $ 20,366 Purchase Commitments and Obligations The Company has certain purchase commitments related to its inventory management with certain manufacturing suppliers wherein the Company is required to purchase the amounts forecasted in a blanket purchase order within a certain time period. The contractual obligations represent future cash commitments and liabilities under agreements with third parties and exclude orders for goods and services entered into in the normal course of business that are not 109 SEER, INC. Notes to Consolidated Financial Statements enforceable or subject to change. These outstanding commitments amounted to $ 5.5 million and $ 3.1 million as of December 31, 2021 and 2020, respectively. Guarantees and Indemnifications In the normal course of business, the Company enters into agreements that contain a variety of representations and provide for general indemnification. The Company’s exposure under these agreements is unknown because it involves claims that may be made against the Company in the future. The Company has entered into indemnification agreements with certain directors and officers that require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of the status or service as directors or officers. To date, the Company has not paid any claims or been required to defend any action related to its indemnification obligations. As of December 31, 2021 and 2020, the Company does not have any material indemnification claims that were probable or reasonably possible and consequently has not recorded related liabilities. Contingencies From time to time, the Company may become involved in legal proceedings arising in the ordinary course of business. The Company is not currently a party to any material legal proceedings. 10. PROGNOMIQ, INC. In August 2020, the Company formed a new entity, PrognomIQ, Inc. (PrognomIQ), and entered into a stock purchase agreement with PrognomIQ, pursuant to which the Company transferred to PrognomIQ certain assets that comprise the Company’s human diagnostics activities in exchange for all the outstanding equity interests of PrognomIQ. The Company subsequently completed a pro-rata distribution to its stockholders of most of the shares of capital stock of PrognomIQ. The Company has concluded that PrognomIQ is a VIE due to its reliance on future financing and insufficient equity investment at risk. However, the Company is not the primary beneficiary of the VIE as it does not have the power to direct the activities that most significantly impact the economic performance of PrognomIQ and does not have control over the PrognomIQ board of directors. The Company has determined that it has the ability to exercise significant influence over PrognomIQ and therefore has accounted for its investment in PrognomIQ using the equity method. During the year ended December 31, 2020, the carrying value of the Company’s investment in PrognomIQ was reduced to nil after recognizing net losses based on its percentage of ownership in PrognomIQ. PrognomIQ constitutes a related party and, as of December 31, 2021 and 2020, the Company recorded $ 1.3 million and $ 0.1 million in related party receivables, respectively, on the consolidated balance sheets representing amounts due from product sales and services and for general transition services and support provided. Revenue received from PrognomIQ is recorded as related party revenue on the consolidated statements of operations and comprehensive loss and is comprised of the sale of instruments and consumables, and services performed. 110 SEER, INC. Notes to Consolidated Financial Statements 11. NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS The following table shows the computation of basic and diluted net loss per share (in thousands, except share and per share data): Year Ended December 31, 2021 2020 Numerator: Net loss attributable to common stockholders $ ( 71,169 ) $ ( 32,775 ) Denominator: Weighted-average common shares used in computing net loss per share attributable to common stockholders, basic and diluted 60,863,950 13,216,657 Net loss per share attributable to common stockholders, basic and diluted $ ( 1.17 ) $ ( 2.48 ) The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented, because including them would have been anti-dilutive (on an as-converted basis): December 31, 2021 2020 Class A common stock options issued and outstanding 9,832,924 9,551,105 Restricted common stock subject to future vesting 174,300 775,641 Restricted stock units 740,366 491,318 Total 10,747,590 10,818,064 12. INCOME TAXES Income tax expense differs from the amount computed by applying the statutory federal income tax rate due to the following (in thousands): Year Ended December 31, 2021 2020 Federal tax benefits at statutory rate $ ( 14,887 ) $ ( 6,859 ) State taxes, net of federal benefit ( 1,275 ) ( 1,065 ) Change in valuation allowance 17,751 6,248 Stock-based compensation tax deduction over book expense ( 2,790 ) — Permanent differences ( 47 ) 557 Gain on PrognomIQ transaction — 1,392 Research and development credits ( 1,697 ) ( 104 ) Executive compensation limitations 2,806 — Other 139 ( 169 ) Total income tax expense $ — $ — 111 SEER, INC. Notes to Consolidated Financial Statements Deferred income tax reflects the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The categories that give rise to components of the deferred tax assets are as follows (in thousands): December 31, 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 22,385 $ 9,374 Accrued expenses and reserves 1,129 1,336 Research and development credits 2,073 534 Stock-based compensation 4,198 1,782 Lease liabilities 6,182 — Other 56 13 Gross deferred tax assets 36,023 13,039 Less valuation allowance ( 30,194 ) ( 12,443 ) Net deferred tax assets $ 5,829 $ 596 Deferred tax liabilities: Fixed assets and intangibles ( 490 ) ( 596 ) Right-of-use assets ( 5,339 ) — Gross deferred tax liabilities ( 5,829 ) ( 596 ) Total net deferred tax assets (liabilities) $ — $ — The tax benefit of net operating losses, temporary differences, and credit carryforwards are recorded as an asset to the extent that management assesses that realization is “more likely than not.” Management assesses the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of existing deferred. A significant piece of objective negative evidence evaluated was the cumulative loss incurred since the Company’s incorporation in 2017. Such objective evidence limits the ability to consider other subjective evidence, such as our projections for future growth. On the basis of this evaluation, as of December 31, 2021 and 2020, a full valuation allowance has been recorded against the Company’s net deferred tax assets. The amount of the net deferred tax assets considered realizable, could be adjusted as estimates of future taxable income during the carryforward period are reduced or increased or if objective negative evidence in the form of cumulative losses is no longer present and additional weight is given to subjective evidence such as our projections for growth. For the years ended December 31, 2021 and 2020, the net changes in the net valuation allowance were an increase of $ 17.8 million and an increase of $ 6.2 million, respectively. As of December 31, 2021 and 2020, the Company had federal net operating loss carryforwards of approximately $ 94.0 million and $ 36.2 million, respectively, which will carry forward indefinitely. At December 31, 2021 and 2020, the Company had state net operating loss carryforwards of approximately $ 84.5 million and $ 33.0 million, respectively, which will begin to expire in 2035 for state tax purposes. As of December 31, 2021 and 2020, the Company had federal research and development credit carryforwards of approximately $ 1.5 million and $ 0.2 million, respectively, which begin to expire in 2037 and state research and development credit carryforwards of approximately $ 1.6 million and $ 0.7 million, respectively, which will carry forward indefinitely. Utilization of the Company’s federal and state net operating loss and tax credit carryforwards may be subject to an annual limitation in the event that there is a change in ownership as provided by Section 382 of the Internal Revenue Code and similar state codes. Such limitation could result in a deferral or expiration of the utilization of the net operating loss and tax credit carryforwards. The Company has not performed a Section 382 study in the current year. The Company does not believe that per Section 382 there will be a deferral or limitation on the utilization of the net operating loss and tax credit carryforwards. 112 SEER, INC. Notes to Consolidated Financial Statements As of December 31, 2021 and 2020, the Company had unrecognized tax benefits of approximately $ 0.8 million and $ 0.3 million, respectively. The amount of unrecognized tax benefits is not expected to significantly change over the next 12 months. If recognized, unrecognized tax benefits would not have an impact on the Company’s effective tax rate due to the Company’s full valuation allowance position. The beginning and ending unrecognized tax benefits amounts is as follows (in thousands): December 31, 2021 2020 Beginning balance $ 337 $ 264 Change related to prior year provisions ( 154 ) ( 80 ) Change related to current year provisions 656 153 Ending balance $ 839 $ 337 It is the Company’s policy to include any assessed penalties and interest expense related to income taxes as a component of other expense and interest expense, respectively, as necessary. Management determined that no accrual for interest and penalties was required as of December 31, 2021. For year ended December 31, 2021 and 2020, the Company did not record an income tax expense. The Company will continue to maintain a full valuation allowance against its deferred tax assets as the Company believes it is more likely than not that the related deferred tax asset will not be realized. As a result, the Company’s income tax expense will remain at nil as no items that are either estimated or discrete items would impact the tax expense for the period. On March 27, 2020 and December 27, 2020, the United States enacted the Coronavirus Aid, Relief, and Economic Security (CARES) Act and the Consolidated Appropriation Act (CAA), respectively, as a result of the Coronavirus pandemic, which contain among other things, numerous income tax provisions. Some of these tax provisions are expected to be effective retroactively for years ending before the date of enactment. The Company has evaluated the current legislation and at this time, does not anticipate the CARES Act or the CCA to have a material impact on its consolidated financial statements for the year ended December 31, 2021. All tax returns will remain open for examination by the federal and state taxing authorities for three and four years, respectively, from the date of utilization of any net operating loss carryforwards or research and development credits. 13. SUBSEQUENT EVENTS There were no events subsequent from December 31, 2021 through March 1, 2022, the date at which the financial statements as of and for the years ended December 31, 2021 and 2020 were available to be issued. 113 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure None. 114