PART I Item 1. Financial Statements Q2 2024 financials report total assets of $368.0 million, liabilities of $224.5 million, revenue of $40.4 million, and a net loss of $69.4 million Condensed Consolidated Balance Sheets Total assets decreased to $368.0 million, liabilities increased to $224.5 million, and equity declined as of June 30, 2024 Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | June 30, 2024 (Unaudited) | March 31, 2024 | | :--- | :--- | :--- | | Assets | | | | Cash and cash equivalents | $169,971 | $216,488 | | Total current assets | $232,954 | $255,309 | | Total assets | $368,047 | $395,167 | | Liabilities & Stockholders' Equity | | | | Total current liabilities | $152,857 | $127,331 | | Total liabilities | $224,543 | $206,647 | | Accumulated deficit | $(2,242,488) | $(2,173,088) | | Total stockholders' equity | $143,504 | $188,520 | | Total liabilities and stockholders' equity | $368,047 | $395,167 | Condensed Consolidated Statements of Operations and Comprehensive Loss Q2 2024 revenue decreased 34% to $40.4 million, resulting in a net loss of $69.4 million, improved by lower operating expenses Quarterly Operating Results (in thousands, except per share data) | Metric | Three Months Ended June 30, 2024 | Three Months Ended June 30, 2023 | | :--- | :--- | :--- | | Total revenue | $40,414 | $60,864 | | Gross profit | $20,514 | $30,680 | | Loss from operations | $(71,955) | $(109,264) | | Net loss | $(69,400) | $(104,624) | | Net loss per share (Basic and diluted) | $(0.14) | $(0.23) | Condensed Consolidated Statements of Cash Flows Net cash used in operating activities improved to $43.3 million, with total cash and equivalents at $180.4 million as of June 30, 2024 Cash Flow Summary (in thousands) | Cash Flow Activity | Three Months Ended June 30, 2024 | Three Months Ended June 30, 2023 | | :--- | :--- | :--- | | Net cash used in operating activities | $(43,270) | $(69,355) | | Net cash used in investing activities | $(1,156) | $(2,695) | | Net cash provided by (used in) financing activities | $9 | $(114) | | Net decrease in cash, cash equivalents and restricted cash | $(44,417) | $(72,498) | | Cash, cash equivalents and restricted cash—end of period | $180,444 | $322,724 | Notes to the Condensed Consolidated Financial Statements The notes detail business structure, accounting policies, and key events like a go-private proposal, supplier risks, Nasdaq delisting, and a cybersecurity settlement - A Special Committee was formed to review strategic alternatives, receiving a preliminary non-binding proposal from CEO Anne Wojcicki on July 29, 2024, to acquire all outstanding shares she doesn't own for $0.40 per share14 - The company relies on a single supplier for 100% of its microarrays, another for 100% of its kits, and one laboratory service provider for 100% of sample processing, indicating significant supplier concentration risk2223 - The company received a Nasdaq deficiency notice for its stock price falling below $1.00, with a deadline of November 4, 2024, to regain compliance, and is proposing a reverse stock split to stockholders323335 - On July 15, 2024, the company reached an agreement in principle to settle class action lawsuits related to the October 2023 cybersecurity incident for an aggregate cash payment of $30.0 million7677 Revenue by Category (in thousands) | Category | Three Months Ended June 30, 2024 | Three Months Ended June 30, 2023 | | :--- | :--- | :--- | | PGS | $32,506 | $37,029 | | Telehealth | $6,647 | $10,523 | | Research services | $1,261 | $13,312 | | Total | $40,414 | $60,864 | Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses 34% revenue decline, improved net loss from expense cuts, liquidity challenges, Nasdaq delisting, and a go-private proposal Results of Operations Q1 FY2025 revenue decreased 34% to $40.4 million due to lower services, with operating expenses cut 34% to $92.5 million - Total revenue decreased by $20.5 million (34%) YoY, driven by a $12.1 million decrease in research services revenue and an $8.4 million decrease in consumer services revenue168 - Research and development expenses decreased by $17.7 million (28%) YoY, mainly due to a $12.1 million reduction in lab-related services for therapeutics programs172 - General and administrative expenses decreased by $18.4 million (36%) YoY, primarily due to a $27.5 million reduction in non-cash stock-based compensation, partially offset by an $11.7 million increase in outside services175 Adjusted EBITDA Total Adjusted EBITDA improved to a loss of $35.2 million, driven by the Therapeutics segment's loss narrowing to $12.4 million Adjusted EBITDA by Segment (in thousands) | Segment | Three Months Ended June 30, 2024 | Three Months Ended June 30, 2023 | | :--- | :--- | :--- | | Consumer and Research Services Adjusted EBITDA | $(8,841) | $(5,602) | | Therapeutics Adjusted EBITDA | $(12,417) | $(31,138) | | Unallocated Corporate | $(13,904) | $(13,060) | | Total Adjusted EBITDA | $(35,162) | $(49,800) | - The improvement in total Adjusted EBITDA was primarily driven by the Therapeutics segment, where the loss narrowed by $18.7 million due to decreased lab-related research services185 Liquidity and Capital Resources The company holds $170.0 million in cash, believes it has sufficient liquidity for 12 months, and addresses Nasdaq delisting via a reverse stock split - The company's principal source of liquidity is its cash and cash equivalents balance of $170.0 million as of June 30, 2024187 - Management believes its current cash will be sufficient to fund operations and capital expenditures for at least 12 months from the filing date187 - The company has until November 4, 2024, to regain compliance with Nasdaq's minimum bid price requirement of $1.00 per share and is proposing a reverse stock split to achieve this190191 Quantitative and Qualitative Disclosures About Market Risk Market risk from interest rate and foreign currency fluctuations is minimal due to short-term cash and USD-denominated transactions - The company's exposure to interest rate risk is considered immaterial due to the short-term nature of its cash equivalents ($170.0 million in money market accounts)205 - Foreign currency risk is currently minimal as substantially all revenue and expenses are denominated in U.S. dollars206 Controls and Procedures As of June 30, 2024, CEO and CFO concluded disclosure controls were effective, with no material changes to internal controls - The CEO and CFO concluded that as of June 30, 2024, the company's disclosure controls and procedures were effective at the reasonable assurance level209 - No changes in internal control over financial reporting occurred during the quarter that materially affected, or are reasonably likely to materially affect, internal controls210 PART II. OTHER INFORMATION Legal Proceedings Legal proceedings are detailed in Note 11, covering the settlement of class action lawsuits from the 2023 cybersecurity incident - Information regarding legal proceedings is detailed in Note 11, which covers the settlement of class action lawsuits arising from the 2023 cybersecurity incident21176 Risk Factors No material changes have occurred to the risk factors previously disclosed in the Fiscal 2024 Form 10-K - No material changes have been made to the risk factors disclosed in the Fiscal 2024 Form 10-K211 Other Information No directors or officers adopted, modified, or terminated Rule 10b5-1 trading arrangements during the quarter ended June 30, 2024 - No directors or officers adopted, modified, or terminated a Rule 10b5-1 trading plan during the quarter ended June 30, 2024211
23andMe (ME) - 2025 Q1 - Quarterly Report