Seer(SEER) - 2022 Q2 - Quarterly Report

PART I. FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) Presents Seer, Inc.'s unaudited condensed consolidated financial statements, covering balance sheets, operations, equity, and cash flows, with detailed notes for the specified periods Condensed Consolidated Balance Sheets Condensed Consolidated Balance Sheets (in thousands) | Metric | June 30, 2022 (in thousands) | December 31, 2021 (in thousands) | | :----- | :--------------------------- | :------------------------------- | | Cash and cash equivalents | $79,023 | $232,813 | | Short-term investments | $372,167 | $260,447 | | Total current assets | $466,757 | $232,813 | | Total assets | $516,300 | $493,260 | | Total liabilities | $44,257 | $40,000 | | Total stockholders' equity | $472,043 | $502,916 | Condensed Consolidated Statements of Operations and Comprehensive Loss Financial Performance (Three Months Ended June 30, in thousands) | Metric (Three Months Ended June 30) | 2022 (in thousands) | 2021 (in thousands) | Change (%) | | :---------------------------------- | :------------------ | :------------------ | :--------- | | Total Revenue | $3,621 | $1,334 | 171% | | Product Revenue | $2,406 | $837 | 187% | | Related Party Revenue | $1,108 | $380 | 192% | | Total Cost of Revenue | $2,012 | $586 | 243% | | Gross Profit | $1,609 | $748 | 115% | | Research and Development | $10,871 | $6,935 | 57% | | Selling, General and Administrative | $14,172 | $10,484 | 35% | | Net Loss | $(22,815) | $(16,616) | 37% | | Net Loss per Share (Basic & Diluted) | $(0.37) | $(0.27) | 37% | Financial Performance (Six Months Ended June 30, in thousands) | Metric (Six Months Ended June 30) | 2022 (in thousands) | 2021 (in thousands) | Change (%) | | :-------------------------------- | :------------------ | :------------------ | :--------- | | Total Revenue | $6,934 | $1,396 | 397% | | Product Revenue | $4,555 | $837 | 444% | | Related Party Revenue | $2,178 | $380 | 473% | | Total Cost of Revenue | $4,080 | $586 | 596% | | Gross Profit | $2,854 | $810 | 252% | | Research and Development | $21,607 | $13,162 | 64% | | Selling, General and Administrative | $28,466 | $20,816 | 37% | | Net Loss | $(46,461) | $(33,045) | 41% | | Net Loss per Share (Basic & Diluted) | $(0.75) | $(0.55) | 36% | Condensed Consolidated Statements of Changes in Stockholders' Equity - Total stockholders' equity decreased from $502,916 thousand at December 31, 2021, to $472,043 thousand at June 30, 2022, primarily due to net losses and other comprehensive losses, partially offset by stock-based compensation and common stock issuances[20][23] Condensed Consolidated Statements of Cash Flows Cash Flow Activities (Six Months Ended June 30, in thousands) | Cash Flow Activity (Six Months Ended June 30) | 2022 (in thousands) | 2021 (in thousands) | | :------------------------------------------ | :------------------ | :------------------ | | Net cash used in operating activities | $(33,151) | $(25,222) | | Net cash used in investing activities | $(122,257) | $(52,263) | | Net cash provided by financing activities | $1,618 | $114,756 | | Net increase (decrease) in cash, cash equivalents and restricted cash | $(153,790) | $37,271 | | Cash, cash equivalents and restricted cash, end of period | $79,547 | $371,199 | Notes to Unaudited Condensed Consolidated Financial Statements Note 1. ORGANIZATION AND DESCRIPTION OF THE BUSINESS - Seer, Inc. is a life sciences company focused on proteomics, incorporated in Delaware in 2017, with a wholly-owned subsidiary established in the UK in May 2022[28][29] - The company has incurred significant losses and negative cash flows from operations since inception, with an accumulated deficit of $173.0 million as of June 30, 2022[32] - Management believes existing cash and cash equivalents and investments ($451.2 million as of June 30, 2022) provide sufficient capital for at least 12 months[32] Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION - Financial statements are prepared in accordance with U.S. GAAP, consolidating Seer, Inc. and its wholly-owned subsidiaries, and involve management estimates and assumptions[33][38] - The COVID-19 pandemic has caused disruptions in operations, hiring, and customer access for installation/training, potentially harming business and financial condition[40] - The company adopted ASU No. 2021-10 (Government Assistance) as of January 1, 2022, with no material impact on financial statements[57] Note 3. FAIR VALUE MEASUREMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS Fair Value Measurements (in thousands) | Asset Category | June 30, 2022 (in thousands) | December 31, 2021 (in thousands) | | :------------- | :--------------------------- | :------------------------------- | | Money market funds (Level 1) | $56,320 | $232,813 | | Commercial paper (Level 2) | $9,486 | $0 | | Corporate debt securities (Level 2) | $7,014 | $0 | | U.S. Treasury securities (Level 2) | $262,605 | $260,447 | | Total assets measured at fair value | $449,902 | $493,260 | - Unrealized losses on available-for-sale investments ($3.119 million as of June 30, 2022) are considered temporary and not attributable to credit risk[64] Note 4. OTHER FINANCIAL STATEMENT INFORMATION Inventory (in thousands) | Inventory (in thousands) | June 30, 2022 | December 31, 2021 | | :--------------------- | :------------ | :---------------- | | Raw materials | $2,704 | $1,836 | | Work-in-progress | $341 | $221 | | Finished goods | $3,793 | $2,088 | | Total inventory | $6,838 | $4,145 | Property and Equipment, Net (in thousands) | Property and Equipment, Net (in thousands) | June 30, 2022 | December 31, 2021 | | :--------------------------------------- | :------------ | :---------------- | | Total property and equipment, net | $15,350 | $13,087 | Accrued Expenses (in thousands) | Accrued Expenses (in thousands) | June 30, 2022 | December 31, 2021 | | :------------------------------ | :------------ | :---------------- | | Accrued compensation | $4,381 | $4,730 | | Accrued property and equipment | $1,570 | $269 | | Total accrued expenses | $9,142 | $8,394 | Note 5. REVENUE AND DEFERRED REVENUE - Product revenue for non-related customers increased significantly to $2.4 million (Q2 2022) and $4.6 million (YTD Q2 2022) from $0.8 million (Q2 2021 and YTD Q2 2021)[73] - Related party revenue (from PrognomIQ) increased to $1.1 million (Q2 2022) and $2.2 million (YTD Q2 2022) from $0.4 million (Q2 2021 and YTD Q2 2021)[17][72] - Grant revenue decreased to $50,000 (Q2 2022) and $64,000 (YTD Q2 2022) from $0.1 million and $0.2 million, respectively, as the SBIR grant award period ended in May 2022[77][79] - As of June 30, 2022, $5.2 million of revenue is expected to be recognized from remaining performance obligations over the next 24 months[74] - International revenue (primarily Asia) accounted for 33% of total revenue for Q2 2022 and 29% for YTD Q2 2022[75] - Two customers accounted for 31% and 12% of total revenue for Q2 2022; one customer accounted for 31% of total revenue for YTD Q2 2022[76] Note 6. CAPITAL STOCK AND STOCKHOLDERS' EQUITY Common Stock | Common Stock | June 30, 2022 | December 31, 2021 | | :----------- | :------------ | :---------------- | | Class A common stock | 58,565,210 | 57,493,005 | | Class B common stock | 4,044,969 | 4,522,478 | | Total common stock | 62,610,179 | 62,015,483 | - Class A common stock holders have one vote per share, while Class B common stock holders have ten votes per share. Class B shares are convertible to Class A on a one-for-one basis[81] - In Q1 2021, the company received $11.4 million from short-swing profits, recognized as a capital contribution[83] Note 7. EQUITY INCENTIVE PLANS Stock-Based Compensation (in thousands) | Stock-Based Compensation (in thousands) | Q2 2022 | Q2 2021 | YTD Q2 2022 | YTD Q2 2021 | | :------------------------------------ | :------ | :------ | :---------- | :---------- | | Cost of revenue | $278 | $344 | $485 | $747 | | Research and development | $2,392 | $1,098 | $4,393 | $2,187 | | Selling, general and administrative | $5,708 | $4,989 | $11,562 | $9,535 | | Total stock-based compensation | $8,378 | $6,431 | $16,440 | $12,469 | - In June 2022, the Board approved an option repricing for non-Section 16 employees, resulting in $0.4 million incremental compensation expense for Q2/YTD Q2 2022 and $2.3 million total unrecognized incremental expense to be recognized over three years[94][95] - As of June 30, 2022, 11,741,948 stock options and 1,845,172 restricted stock units were outstanding[87][89] Note 8. COMMITMENTS AND CONTINGENCIES - The company leases office and laboratory space in Redwood City, California, with a lease term ending September 30, 2032, and a remaining weighted-average lease term of 10.3 years[96][97] Future Minimum Lease Payments (in thousands) | Future Minimum Lease Payments (in thousands) | Amount | | :--------------------------------------- | :----- | | 2022 (remaining six months) | $1,330 | | 2023 | $3,630 | | 2024 | $3,730 | | 2025 | $3,840 | | 2026 | $3,950 | | Thereafter | $25,130 | | Total undiscounted future minimum lease payments | $41,640 | | Present value adjustment for minimum lease commitments | $(11,360) | | Tenant improvement receivable | $(250) | | Total operating lease liabilities | $30,020 | - Outstanding purchase commitments with manufacturing suppliers amounted to $3.2 million as of June 30, 2022[101] Note 9. PROGNOMIQ, INC. - Seer formed PrognomIQ, Inc. in August 2020, transferring human diagnostics assets and distributing most shares to stockholders, retaining approximately 15% ownership as of June 30, 2022[105][106][237] - PrognomIQ is considered a related party and a significant customer, accounting for $0.8 million in related party receivables as of June 30, 2022, and contributing $1.1 million (Q2 2022) and $2.2 million (YTD Q2 2022) to Seer's revenue[107][17][134] Note 10. NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS Net Loss Per Share (Three Months Ended June 30) | Metric (Three Months Ended June 30) | 2022 | 2021 | | :---------------------------------- | :--- | :--- | | Net loss per share (basic and diluted) | $(0.37) | $(0.27) | | Weighted-average common shares outstanding | 62,376,571 | 60,841,657 | Net Loss Per Share (Six Months Ended June 30) | Metric (Six Months Ended June 30) | 2022 | 2021 | | :-------------------------------- | :--- | :--- | | Net loss per share (basic and diluted) | $(0.75) | $(0.55) | | Weighted-average common shares outstanding | 62,191,068 | 60,367,433 | - Potentially dilutive securities (stock options, restricted common stock, RSUs) were excluded from diluted EPS calculation as their inclusion would be anti-dilutive due to net losses[108] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses Seer, Inc.'s financial condition and operations, highlighting its mission, Proteograph Product Suite commercialization, revenue, expenses, liquidity, and the impact of COVID-19 Overview - Seer's mission is to decode the proteome using its Proteograph Product Suite, which leverages proprietary engineered nanoparticle (NP) technology for unbiased, deep, rapid, and large-scale proteome access[110] - The Proteograph Product Suite is an integrated solution comprising consumables, the SP100 automation instrument, and software, with commercialization focused on direct sales in the US and direct/distributor channels internationally[113][114] - The company incurred net losses of $46.5 million (YTD Q2 2022) and used $33.2 million cash in operations (YTD Q2 2022), expecting continued significant losses and negative cash flows due to investments in commercialization, R&D, and infrastructure[118][120] - Manufacturing of NPs is internal, while the SP100 instrument manufacturing is outsourced to Hamilton Company under a non-exclusive agreement[115][117] Components of Results of Operations - Revenue is generated from product sales (Proteograph Product Suite, consumables, platform evaluations), services, related party sales (PrognomIQ), and grants, with grant revenue expected to decrease as commercialization ramps up[121] - Cost of revenue includes components of the Proteograph Product Suite (SP100 instrument, consumables), distribution expenses, stock-based compensation, and allocated overhead[122] - R&D expenses, primarily employee compensation, lab supplies, and allocated overhead, are expected to increase with further investment in product development and personnel[123][124] - SG&A expenses, including compensation, professional services, and overhead, are anticipated to rise due to commercial growth and public company operating costs[125][126] Results of Operations Comparisons of the Three Months Ended June 30, 2022 and 2021 Financial Performance (Three Months Ended June 30, in thousands) | Metric (Three Months Ended June 30) | 2022 (in thousands) | 2021 (in thousands) | Change ($) | Change (%) | | :---------------------------------- | :------------------ | :------------------ | :--------- | :--------- | | Total Revenue | $3,621 | $1,334 | $2,287 | 171% | | Cost of Revenue | $2,012 | $586 | $1,426 | 243% | | Gross Profit | $1,609 | $748 | $861 | 115% | | Research and Development | $10,871 | $6,935 | $3,936 | 57% | | Selling, General and Administrative | $14,172 | $10,484 | $3,688 | 35% | | Net Loss | $(22,815) | $(16,616) | $(6,199) | 37% | - The increase in R&D expenses was primarily due to a $2.6 million increase in employee compensation and related expenses, and a $0.8 million increase in allocated overhead for expansion facilities[131] - SG&A expenses rose due to a $1.4 million increase in employee compensation, a $0.7 million increase in stock-based compensation, and a $0.9 million increase in professional service fees related to public company operations[132] Comparisons of the Six Months Ended June 30, 2022 and 2021 Financial Performance (Six Months Ended June 30, in thousands) | Metric (Six Months Ended June 30) | 2022 (in thousands) | 2021 (in thousands) | Change ($) | Change (%) | | :-------------------------------- | :------------------ | :------------------ | :--------- | :--------- | | Total Revenue | $6,934 | $1,396 | $5,538 | 397% | | Cost of Revenue | $4,080 | $586 | $3,494 | 596% | | Gross Profit | $2,854 | $810 | $2,044 | 252% | | Research and Development | $21,607 | $13,162 | $8,445 | 64% | | Selling, General and Administrative | $28,466 | $20,816 | $7,650 | 37% | | Net Loss | $(46,461) | $(33,045) | $(13,416) | 41% | - R&D expenses increased by $8.4 million, primarily due to a $5.2 million increase in employee compensation and related expenses, and a $2.4 million increase in allocated overhead and depreciation[136] - SG&A expenses increased by $7.7 million, driven by a $2.3 million increase in employee compensation, a $2.0 million increase in stock-based compensation, and a $2.5 million increase in professional services and consulting fees[137] Liquidity and Capital Resources - Operations have been funded primarily through equity securities sales, with significant operating losses and negative cash flows expected to continue[139] - Existing cash, cash equivalents, and investments ($456.1 million as of June 30, 2022) are believed to be sufficient for over 12 months[118][145] - Future capital requirements depend on revenue growth, commercialization efforts, potential acquisitions, R&D, and facility expansion. The company may raise additional capital through equity, debt, or collaborations[144][231][232] Cash Flows Cash Flow Activities (Six Months Ended June 30, in thousands) | Cash Flow Activity (Six Months Ended June 30) | 2022 (in thousands) | 2021 (in thousands) | | :------------------------------------------ | :------------------ | :------------------ | | Net cash used in operating activities | $(33,151) | $(25,222) | | Net cash used in investing activities | $(122,257) | $(52,263) | | Net cash provided by financing activities | $1,618 | $114,756 | - Operating cash outflow in 2022 was driven by a net loss of $46.5 million and a $6.3 million change in net operating assets/liabilities, partially offset by $19.7 million in non-cash charges (e.g., stock-based compensation)[148] - Investing cash outflow in 2022 was primarily due to $119.7 million in net purchases of available-for-sale securities[150] - Financing cash inflow in 2022 was mainly from stock option exercises ($1.2 million) and ESPP ($0.4 million), a significant decrease from 2021 which included $103.0 million from a follow-on public offering[152][153] Critical Accounting Policies, Significant Judgments and Use of Estimates - Financial statements require management estimates and assumptions for areas like revenue recognition, fair value, stock-based compensation, and inventory valuation[154] - No significant changes in critical accounting policies and estimates were reported compared to the Annual Report on Form 10-K for December 31, 2021[155] Recent Accounting Pronouncements - Refer to Note 2 for information on recent accounting pronouncements, including the adoption of ASU No. 2021-10 (Government Assistance) as of January 1, 2022, which had no material impact[156][57] Item 3. Quantitative and Qualitative Disclosures About Market Risk The company's primary market risk is interest rate risk from cash, cash equivalents, and short-term investments, which management deems not material due to their short-term nature - The company's primary market risk exposure is interest rate risk related to cash, cash equivalents, and investments in money market funds and U.S. Treasury securities[157] - Due to the short-term nature of these assets, the company believes its exposure to changes in fair value from interest rate fluctuations is not material[157] Item 4. Controls and Procedures As of June 30, 2022, management concluded disclosure controls and procedures were effective for timely and accurate financial reporting, acknowledging inherent limitations and no material changes during the quarter - As of June 30, 2022, the CEO and CFO concluded that disclosure controls and procedures were effective in providing reasonable assurance for timely and accurate reporting[158] - Control systems have inherent limitations, providing only reasonable assurance, and may not prevent or detect all errors or fraud[159] - No material changes in internal control over financial reporting occurred during the quarter ended June 30, 2022[160] PART II. OTHER INFORMATION Item 1. Legal Proceedings The company is not currently involved in material legal proceedings but acknowledges future actions could negatively impact its reputation, business, and financial condition - The company is not currently a party to any material legal proceedings[163] - Future legal proceedings or investigations could adversely impact reputation, business, financial condition, and divert management attention[163] Item 1A. Risk Factors Details significant risks of investing in Seer, Inc.'s Class A common stock, covering early-stage business, financial reporting, regulatory compliance, intellectual property, and stock ownership, with potential adverse impacts Summary Risk Factor - The company is an early-stage life sciences technology company with a history of net losses and expects to continue incurring losses, making future profitability uncertain[166][167] - Key risks include the ability to successfully commercialize the Proteograph Product Suite, achieve broad market acceptance, manage the impact of the COVID-19 pandemic, protect intellectual property, and attract/retain qualified personnel[166] Risks Related to Our Business and Industry - The company has a limited operating history, having only recently broadly commercialized the Proteograph Product Suite, making future viability and performance difficult to predict[168][169] - Operating results may fluctuate significantly due to factors like commercialization timeline, demand for products, market adoption, competition, and the impact of COVID-19[171][173] - The market for proteomics technologies is evolving, and the estimated addressable market for the Proteograph Product Suite may be smaller than anticipated, limiting sales[175][176] - Successful commercialization depends on broad scientific and market acceptance of the Proteograph Product Suite, which requires establishing capabilities with key opinion leaders and effective sales/marketing efforts[179][180][184] - The COVID-19 pandemic continues to adversely impact operations, causing longer lead times for instruments, delays in customer access for installation/training, and potential curtailment of R&D budgets[119][190][192] - The company relies on single suppliers for some components and a single contract manufacturer (Hamilton Company) for its SP100 instruments, posing risks of supply chain disruptions and inability to meet demand[207][209] - Product defects or errors in the Proteograph Product Suite, which uses novel and complex technology, could lead to market adoption issues, increased costs, and damage to brand reputation[216][219] - International commercialization exposes the company to various business, regulatory, legal, political, operational, financial, and economic risks, including compliance with foreign data protection laws[222] - The life sciences technology market is highly competitive, with larger, more established competitors having significant advantages in resources, brand recognition, and manufacturing capabilities[227][228] Risks Related to Financial Reporting - As a public company, Seer must comply with SOX Section 404(b) for internal control over financial reporting, incurring significant costs and management attention[239][240] - Previous material weaknesses in internal control over financial reporting were remediated as of December 31, 2021, but future failures could adversely affect financial reporting and investor confidence[241][242][243] - Financial statements rely on management's estimates and assumptions, and if these prove incorrect, operating results could fall below expectations, impacting stock price[248] Risks Related to Regulatory Compliance - Products are currently labeled and promoted as Research Use Only (RUO); marketing them as clinical diagnostics or medical devices would require costly and time-consuming FDA 510(k) clearance or premarket approval[249][252] - Even if not seeking approval, FDA or other regulatory agencies could subject RUO products to medical device regulation if marketing or customer use suggests clinical diagnostic intent, impacting sales and business model[256][257] - Changes in LDT regulation or new comprehensive federal data privacy laws could impact product sales and require business model changes[258] Risks Related to our Intellectual Property - The company relies on patents, trademarks, copyrights, and trade secrets to protect its proprietary products and technologies, but obtaining and enforcing these rights is costly, time-consuming, and uncertain[261][262][263][264] - The U.S. patent law for life sciences technology is uncertain and rapidly changing, potentially impacting existing patents or future patentability[267][270] - Protecting IP rights globally is expensive and challenging, as foreign laws may offer less protection, and enforcement can be difficult, potentially allowing competitors to use technologies in other jurisdictions[271][272][275] - Issued patents could be found invalid or unenforceable if challenged, leading to increased competition and adverse effects on business[277][278] - Reliance on trade secrets carries risks of disclosure or independent development by competitors, potentially harming competitive position[280][281][284] - The company may face claims challenging inventorship or ownership of its IP, potentially leading to loss of rights or the need for costly licenses[285][286] - The company relies on a license from The Brigham and Women's Hospital, Inc. (BWH) for certain patents; loss of this or future licenses could significantly harm its ability to develop and commercialize products[304] - Products contain third-party open source software, and non-compliance with licenses could force public disclosure of proprietary code or restrict product sales[316][317] Risks Related to Ownership of Our Class A Common Stock - The market price of Class A common stock has been and may continue to be volatile due to fluctuations in operating results, market conditions, competitor actions, and investor perceptions[321][322][323] - The multi-class common stock structure (Class A: 1 vote/share, Class B: 10 votes/share) concentrates voting control with founders and early investors (40.9% as of Aug 4, 2022), potentially limiting stockholder influence and depressing stock price[324][325][327] - Sales of a substantial number of shares by existing stockholders after lock-up expirations could cause the stock price to decline[329] - The company does not expect to pay dividends in the foreseeable future, meaning investor returns will rely solely on stock price appreciation[331] - Amended bylaws designate Delaware state/federal courts as exclusive forums for certain disputes, and federal district courts for Securities Act claims, potentially limiting stockholders' choice of forum[332][334][335] - Delaware law and corporate provisions (e.g., classified board, supermajority voting for amendments) could discourage, delay, or prevent a change in control or management[336][337][338] - The ability to use net operating losses (NOLs) to offset future taxable income may be limited by Section 382 of the Internal Revenue Code due to potential ownership changes[339] General Risks - ESG matters are subject to increasing scrutiny, and failure to adapt to evolving standards could negatively affect reputation, costs, and financial condition[343] - Facilities (Redwood City, third-party manufacturers) are vulnerable to natural disasters, public health crises (like COVID-19), and catastrophic events, which could disrupt R&D and manufacturing, leading to product delays and customer loss[344][345][348] - Information technology systems are vulnerable to disruptions, cyberattacks, and data security breaches, which could damage reputation, lead to litigation, incur significant liability, and expose sensitive data[349][350][351][353] - The company incurs significant increased legal, accounting, and compliance costs and management resources as a public company, diverting attention and potentially impacting financial performance[340][341][342] - Compliance with evolving U.S. federal and state data privacy laws (e.g., CCPA, CPRA, CDPA, CPA, UCPA, HIPAA) imposes significant costs and may require changes to data processing practices[355][356][357][358][359][361] Item 2. Unregistered Sales of Equity Securities No unregistered sales of equity securities occurred during the three months ended June 30, 2022 - No unregistered sales of equity securities occurred during the three months ended June 30, 2022[362] Item 3. Defaults Upon Senior Securities This item is not applicable to the company for the reporting period, indicating no defaults upon senior securities - Not applicable[363] Item 4. Mine Safety Disclosure This item is not applicable to the company for the reporting period, as it does not engage in mining operations - Not applicable[364] Item 5. Other Information No other information is reported under this item for the reporting period - None[365] Item 6. Exhibits Lists exhibits filed with the Form 10-Q, including certifications, XBRL documents for financial data, and the Outside Director Compensation Policy - The report includes certifications (31.1, 31.2, 32.1, 32.2), XBRL instance and taxonomy documents, and the Outside Director Compensation Policy (Exhibit 10.1)[368][369]