8-K
false00018045910001804591us-gaap:WarrantMember2021-11-102021-11-1000018045912021-11-102021-11-100001804591us-gaap:CommonStockMember2021-11-102021-11-10

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 10, 2021

 

 

23andMe Holding Co.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-39587

87-1240344

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

223 N. Mathilda Avenue

 

Sunnyvale, California

 

94086

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (650) 938-6300

 

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Class A Common Stock, $0.0001 par value per share

 

ME

 

The Nasdaq Global Select Market

Redeemable warrants, each whole warrant exercisable for one share of Class A Common Stock

 

MEUSW

 

The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 


Item 2.02 Results of Operations and Financial Condition.

On November 10, 2021, 23andMe Holding Co. (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended September 30, 2021. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The information set forth under this “Item 2.02. Results of Operations and Financial Condition” (including the exhibit thereto) shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference in any filing made by the Company pursuant to the Securities Act of 1933, as amended, other than to the extent that such filing incorporates by reference any or all of such information by express reference thereto.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

 Exhibit No.

 Description of Exhibit

 

 

 

99.1

 

23andMe Holding Co. Press Release, dated November 10, 2021

 

 

 

104

 

Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

 

 

 

 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

23ANDME HOLDING CO.

 

 

 

 

Date:

November 10, 2021

By:

/s/ Steven Schoch

 

 

 

Name: Steven Schoch
Chief Financial and Accounting Officer

 


EX-99.1

 

EXHIBIT 99.1

Press Release

 

23andMe Reports FY2022 Second Quarter Financial Results

Second quarter revenue of $55 million

Recent addition of telemedicine platform further advances vision of individualized primary care that empowers

consumers to live healthier lives



SUNNYVALE, Calif., November 10, 2021 – 23andMe Holding Co. (Nasdaq: ME) (“23andMe”), a leading consumer genetics and research company, today reported its financial results for the second quarter (“Q2”) of its fiscal year 2022 (“FY2022”), which ended September 30, 2021.

“With the addition of telemedicine and pharmacy services to our Personal Genome Service products and services, we significantly advance our efforts to provide consumers with convenient access to personalized, proactive and genetically-based health services,” said Anne Wojcicki, CEO and Co-Founder of 23andMe. “We are also pleased with the progress of our therapeutics pipeline. Our partner, GSK, expects to report clinical data from the CD96 program in 2022. In addition, we expect to start a clinical trial with our wholly owned P006 program by the end of fiscal year 2022.”

Recent Highlights
 

Completed the acquisition of Lemonaid Health, Inc (“Lemonaid Health”), an on-demand platform for accessing medical care and pharmacy services online
 
Expanded customer database to 11.9 million genotyped customers
 
Launched three new reports for customers subscribed to 23andMe+, a membership service that offers insights and features to give members even more actionable information to live healthier lives. These new reports use machine learning to create a statistical model that estimates a person’s likelihood of developing a specific condition. The new reports released in the second quarter were:
 
o
A gallstones report that uses 6,950 genetic markers, along with a customer’s ethnicity and sex, to estimate a person’s likelihood of developing gallstones
 
o
An HDL cholesterol report that uses 15,825 genetic markers, along with a customer’s ethnicity and sex, to estimate the likelihood of an individual having low HDL (or “good”) cholesterol
 
o
A gestational diabetes report that uses a person’s ethnicity and more than 6,000 genetic variants associated with developing gestational diabetes mellitus to estimate a person’s likelihood of developing this condition.
 
Reported on key genetic research findings in Q2, including findings regarding COVID-19 vaccines reactions, health implications of e-cigarette use and genes associated with longer reproductive lifespan in women
 
Added a new ancestry analysis, which offers additional insights into some customers’ indigenous genetic ancestry from North America.
 
Added a new board member: Sandra R. Hernández, President and CEO of the California Health Care Foundation


“We made good progress on advancing our consumer health services segment with product enhancements, such as new genetic health risk reports and the acquisition of Lemonaid Health. These additions are aimed at extending our personalized and customer-centric philosophy to help people live healthier lives,” said Steve Schoch, Chief Financial Officer of 23andMe. “While we will be updating guidance next quarter to include the effects of the Lemonaid Health acquisition, currently, our prior full-year guidance for 23andMe, excluding the consolidation of Lemonaid Health, is consistent with our current view of expected performance.”
 

 


 

FY2022 Second Quarter Financial Results

Total revenue for the three- and six-months ended September 30, 2021, was $55 million and $114 million, respectively, representing increases of 7% and 15%, respectively, for the same periods in the prior year. This revenue growth was primarily due to higher Personal Genome Service (“PGS”) kit sales and subscriptions, a service that is still in its first year post launch.

Consumer services revenue represented approximately 81% of total revenue for the three and six months ended September 30, 2021, and research services revenue, substantially all derived from the collaboration with GSK, accounted for approximately 19% of total revenue.
 

Operating expenses for the three- and six-months ended September 30, 2021 were $74 million and $147 million, respectively, compared to $61 million and $120 million for the same periods in the prior year. The increase in operating expenses was primarily attributable to the increase in research and development expenses related to our therapeutics programs along with sales and marketing expenses intended to grow the consumer business.
 

Net loss for the three- and six-months ended September 30, 2021 was $17 million and $59 million, respectively, compared to net losses of $36 million and $72 million for the same periods in the prior year. The improvement in net loss was primarily driven by changes in fair value of warrant liabilities of $30 million and $29 million, respectively, for the three and six months ended September 30, 2021. It is anticipated that there could be significant changes in the fair value of the warrant liabilities from quarter to quarter.
 

Total Adjusted EBITDA (as defined below) for the three and six months ended September 30, 2021 was $(30) million and $(57) million, respectively, compared to $(20) million and $(40) million for the same periods in the prior year. The decrease in total Adjusted EBITDA was driven primarily by an increase in research and development expenses related to our therapeutics programs and sales and marketing expenses designed to grow the consumer business. Adjusted EBITDA for the three- and six-months ended September 30, 2021 for the Consumer & Research Services segment was $(0.8) million and $(1.3) million, respectively, compared to $1.8 million and $(2.5) million for the same periods in the prior year.
 

Balance Sheet

23andMe ended Q2 FY2022 with cash of $701 million, compared to $282 million as of March 31, 2021. The increase was attributable to the $560 million in gross proceeds from the completion of the business combination during the first quarter of FY2022. Subsequent to the end of Q2 FY2022, 23andMe paid approximately $102 million in cash consideration for the acquisition of Lemonaid Health, of which approximately $13 million was placed in escrow to cover a potential purchase price adjustment and to secure the indemnification obligations of the former equity holders of Lemonaid Health.
 

FY2022 Financial Guidance

Our previous full-year FY2022 guidance, excluding the effects of the Lemonaid Health acquisition, is unchanged. Updated FY2022 guidance, including the effects of the Lemonaid Health acquisition, will be provided with our third quarter update. For purposes of our net loss guidance, due to the unpredictable nature of market-driven changes, we have assumed no net change in the fair value of warrant liability for the year.
 

Conference Call Webcast Information

23andMe will host a conference call at 4:30 p.m. Eastern Time on Wednesday, November 10, 2021 to discuss the financial results for Q2 FY2022 and report on business progress. The webcast can be accessed on the day of the event at
https://investors.23andme.com/news-events/events-presentations. A webcast replay will be available at the same address for a limited time within 24 hours after the event.
 

 


 

About 23andMe

23andMe, headquartered in Sunnyvale, CA, is a leading consumer genetics and research company. Founded in 2006, the company’s mission is to help people access, understand, and benefit from the human genome. 23andMe has pioneered direct access to genetic information as the only company with multiple FDA authorizations for genetic health risk reports. The company has created the world’s largest crowdsourced platform for genetic research, with approximately 80 percent of its customers electing to participate. The 23andMe research platform has generated more than 180 publications on the genetic underpinnings of a wide range of diseases, conditions, and traits. The platform also powers the 23andMe Therapeutics group, currently pursuing drug discovery programs rooted in human genetics across a spectrum of disease areas, including oncology, respiratory, and cardiovascular diseases, in addition to other therapeutic areas. More information is available at
www.23andMe.com.
 

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including, without limitation, statements regarding the future performance of 23andMe’s businesses in consumer genetics and therapeutics and the growth and potential of its proprietary research platform. All statements, other than statements of historical fact, included or incorporated in this press release, including statements regarding 23andMe’s strategy, financial position, funding for continued operations, cash reserves, projected costs, plans, and objectives of management, are forward-looking statements. The words "believes," "anticipates," "estimates," "plans," "expects," "intends," "may," "could," "should," "potential," "likely," "projects," “predicts,” "continue," "will," “schedule,” and "would" or, in each case, their negative or other variations or comparable terminology, are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements are predictions based on 23andMe’s current expectations and projections about future events and various assumptions. 23andMe cannot guarantee that it will actually achieve the plans, intentions, or expectations disclosed in its forward-looking statements and you should not place undue reliance on 23andMe’s forward-looking statements. These forward-looking statements involve a number of risks, uncertainties (many of which are beyond the control of 23andMe), or other assumptions that may cause actual results or performance to differ materially from those expressed or implied by these forward-looking statements. The forward-looking statements contained herein are also subject to other risks and uncertainties that are described in 23andMe’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 filed with the Securities and Exchange Commission (“SEC”) on August 13, 2021 and in the reports subsequently filed by 23andMe with the SEC. The statements made herein are made as of the date of this press release and, except as may be required by law, 23andMe undertakes no obligation to update them, whether as a result of new information, developments, or otherwise.
 

Use of Non-GAAP Financial Measure

To supplement the 23andMe’s unaudited condensed consolidated statements of operations and unaudited condensed consolidated balance sheets, which are prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”), this press release also includes references to Adjusted EBITDA, which is a non-GAAP financial measure that 23andMe defines as net income before net interest expense (income), net other expense (income), changes in fair value of warrant liabilities, depreciation and amortization of fixed assets, amortization of internal use software, non-cash stock-based compensation expense, acquisition-related costs, and expenses related to restructuring and other charges, if applicable for the period. 23andMe has provided a reconciliation of net loss, the most directly comparable GAAP financial measure, to Adjusted EBITDA at the end of this press release.
 

Adjusted EBITDA is a key measure used by 23andMe’s management and the board of directors to understand and evaluate operating performance and trends, to prepare and approve 23andMe’s annual budget and to develop short- and long-term operating plans. 23andMe provides Adjusted EBITDA because 23andMe believes it is frequently used by analysts, investors and other interested parties to evaluate companies in its industry and it facilitates comparisons on a consistent basis across reporting periods. Further, 23andMe believes it is helpful in highlighting trends in its operating results because it excludes items that are not indicative of 23andMe’s core operating performance. In particular, 23andMe believes that the exclusion of the items eliminated in calculating Adjusted EBITDA provides useful measures for period-to-period comparisons of 23andMe’s business. Accordingly, 23andMe believes that Adjusted EBITDA provides useful information in understanding and evaluating operating results in the same manner as 23andMe’s management and board of directors.
 

 


 

In evaluating Adjusted EBITDA, you should be aware that in the future 23andMe will incur expenses similar to the adjustments in this presentation. 23andMe’s presentation of Adjusted EBITDA should not be construed as an inference that future results will be unaffected by these expenses or any unusual or non-recurring items. Adjusted EBITDA should not be considered in isolation of, or as an alternative to, measures prepared in accordance with GAAP. Other companies, including companies in the same industry, may calculate similarly-titled non-GAAP financial measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of Adjusted EBITDA as a tool for comparison. There are a number of limitations related to the use of these non-GAAP financial measures rather than net loss, which is the most directly comparable financial measure calculated in accordance with GAAP. Some of the limitations of Adjusted EBITDA include (i) Adjusted EBITDA does not properly reflect capital commitments to be paid in the future, and (ii) although depreciation and amortization are non-cash charges, the underlying assets may need to be replaced and Adjusted EBITDA does not reflect these capital expenditures. When evaluating 23andMe’s performance, you should consider Adjusted EBITDA alongside other financial performance measures, including net loss and other GAAP results.

 

***
 

Investor Relations Contact: investors@23andme.com

Media Contact: press@23andMe.com



 


 

 

 

 

 

 


 

23andMe Holding Co.
Condensed Consolidated Statements of Operations and Comprehensive Loss
(in thousands, except share and per share amounts)
(unaudited)

 

 

 

Three Months Ended
September 30,

 

 

Six Months Ended
September 30,

 

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

 

Revenue (related party amounts of $10,002 and $9,840 for the three months ended September 30, 2021 and 2020, respectively, and $21,212 and $21,667 for the six months ended September 30, 2021 and 2020, respectively)

 

$

55,204

 

 

$

51,804

 

 

$

114,443

 

 

$

99,861

 

 

Cost of revenue (related party amounts of $(184) and $(1,063) for the three months ended September 30, 2021 and 2020, respectively, and $264 and $(651) for the six months ended September 30, 2021 and 2020, respectively)

 

 

27,276

 

 

 

27,209

 

 

 

55,818

 

 

 

52,773

 

 

Gross profit

 

 

27,928

 

 

 

24,595

 

 

 

58,625

 

 

 

47,088

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

Research and development (related party amounts of $5,864 and $4,631 for the three months ended September 30, 2021 and 2020, respectively, and $11,886 and $6,449 for the six months ended September 30, 2021 and 2020, respectively)

 

 

44,523

 

 

 

38,205

 

 

 

88,755

 

 

 

72,575

 

 

Sales and marketing

 

 

13,588

 

 

 

8,329

 

 

 

29,007

 

 

 

18,984

 

 

General and administrative

 

 

16,264

 

 

 

14,315

 

 

 

28,860

 

 

 

28,505

 

 

Total operating expenses

 

 

74,375

 

 

 

60,849

 

 

 

146,622

 

 

 

120,064

 

 

Loss from operations

 

 

(46,447

)

 

 

(36,254

)

 

 

(87,997

)

 

 

(72,976

)

 

Other (expense) income:

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

 

92

 

 

 

69

 

 

 

136

 

 

 

143

 

 

Change in fair value of warrant liabilities

 

 

29,828

 

 

 

 

 

 

29,294

 

 

 

 

 

Other (expense) income, net

 

 

3

 

 

 

(6

)

 

 

17

 

 

 

872

 

 

Net and comprehensive loss

 

$

(16,524

)

 

$

(36,191

)

 

$

(58,550

)

 

$

(71,961

)

 

Net loss per share of Class A and Class B common stock attributable to common stockholders, basic and diluted:

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted

 

$

(0.04

)

 

$

(0.38

)

 

$

(0.20

)

 

$

(0.76

)

 

Weighted-average shares used to compute net loss per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted

 

 

406,886,060

 

 

 

94,985,853

 

 

 

288,190,872

 

 

 

94,285,431

 

 

 

 

 

 


 

23andMe Holding Co.
Condensed Consolidated Balance Sheets
(in thousands, except share and per share amounts)

 

 

 

September 30,

 

 

March 31,

 

 

 

 

2021

 

 

2021

 

 

 

 

(Unaudited)

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

Cash

 

$

701,050

 

 

$

282,489

 

 

Restricted cash

 

 

1,399

 

 

 

1,399

 

 

Accounts receivable, net (related party amounts of $25,000 and nil as of September 30, 2021 and March 31, 2021, respectively)

 

 

26,707

 

 

 

2,481

 

 

Inventories

 

 

17,732

 

 

 

6,239

 

 

Deferred cost of revenue

 

 

5,526

 

 

 

5,482

 

 

Prepaid expenses and other current assets

 

 

16,964

 

 

 

15,485

 

 

Total current assets

 

 

769,378

 

 

 

313,575

 

 

Property and equipment, net

 

 

53,749

 

 

 

60,884

 

 

Operating lease right-of-use assets

 

 

58,312

 

 

 

63,122

 

 

Restricted cash, noncurrent

 

 

6,974

 

 

 

6,974

 

 

Internal-use software, net

 

 

7,818

 

 

 

6,889

 

 

Other assets

 

 

6,809

 

 

 

654

 

 

Total assets

 

$

903,040

 

 

$

452,098

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Accounts payable (related party amounts of nil and $4,422 as of September 30, 2021 and March 31, 2021, respectively)

 

$

10,280

 

 

$

12,271

 

 

Accrued expenses and other current liabilities (related party amounts of $12,610 and $7,065 as of September 30, 2021 and March 31, 2021, respectively)

 

 

29,541

 

 

 

31,953

 

 

Deferred revenue (related party amounts of $33,928 and $30,140 as of September 30, 2021 and March 31, 2021, respectively)

 

 

67,681

 

 

 

71,255

 

 

Operating lease liabilities

 

 

6,128

 

 

 

6,140

 

 

Total current liabilities

 

 

113,630

 

 

 

121,619

 

 

Operating lease liabilities, noncurrent

 

 

82,567

 

 

 

87,582

 

 

Other liabilities

 

 

1,211

 

 

 

1,165

 

 

Warrant liabilities

 

 

46,121

 

 

 

 

 

Total liabilities

 

$

243,529

 

 

$

210,366

 

 

Commitments and contingencies (Note 8)

 

 

 

 

 

 

 

Redeemable convertible preferred stock

 

 

 

 

 

 

 

Redeemable convertible preferred stock, $0.00001 par value per share, 10,000,000 and 209,512,070 shares authorized as of September 30, 2021 and March 31, 2021, respectively; nil and 209,181,855 shares issued and outstanding as of September 30, 2021 and March 31, 2021, respectively; aggregate liquidation preference of nil and $874,107 as of September 30, 2021 and March 31, 2021, respectively

 

 

 

 

 

837,351

 

 

Stockholders' equity (deficit)

 

 

 

 

 

 

 

Common Stock - Class A shares, par value $0.0001, 93,409,227 and 20,713,076 shares issued and outstanding as of September 30, 2021 and March 31, 2021, respectively; Class B shares, par value $0.0001, 313,759,355 and 103,816,708 shares issued and outstanding as of September 30, 2021 and March 31, 2021, respectively

 

 

41

 

 

 

 

 

Additional paid-in capital

 

 

1,695,258

 

 

 

381,619

 

 

Accumulated deficit

 

 

(1,035,788

)

 

 

(977,238

)

 

Total stockholders’ equity (deficit)

 

 

659,511

 

 

 

(595,619

)

 

Total liabilities and stockholders’ equity (deficit)

 

$

903,040

 

 

$

452,098

 

 

 

 

 

 

 


 

23andMe Holding Co.
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)

 

 

 

Six Months Ended September 30,

 

 

 

 

2021

 

 

2020

 

 

Cash flows from operating activities:

 

 

 

 

 

 

 

Net loss

 

$

(58,550

)

 

$

(71,961

)

 

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

Depreciation and amortization

 

 

8,402

 

 

 

9,621

 

 

Amortization and impairment of internal-use software

 

 

1,106

 

 

 

1,078

 

 

Stock-based compensation expense

 

 

20,064

 

 

 

22,227

 

 

Changes in fair value of warrant liabilities

 

 

(29,294

)

 

 

 

 

Loss (gain) on disposal of property and equipment

 

 

42

 

 

 

(5

)

 

Gain on lease termination

 

 

(15

)

 

 

(876

)

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

Accounts receivable (related party amounts of $(25,000) and $(25,000) for the six months ended September 30, 2021 and 2020, respectively)

 

 

(24,226

)

 

 

(20,242

)

 

Inventories

 

 

(11,494

)

 

 

1,651

 

 

Deferred cost of revenue

 

 

(44

)

 

 

1,772

 

 

Prepaid expenses and other current assets

 

 

(5,360

)

 

 

5,208

 

 

Operating lease right-of-use assets

 

 

3,496

 

 

 

6,742

 

 

Other assets

 

 

(654

)

 

 

389

 

 

Accounts payable (related party amounts of $(4,422) and $(1,617) for the six months ended September 30, 2021 and 2020, respectively)

 

 

(997

)

 

 

(4,201

)

 

Accrued expenses and other current liabilities (related party amounts of $5,545 and $(790) for the six months ended September 30, 2021 and 2020, respectively)

 

 

(2,276

)

 

 

(1,061

)

 

Deferred revenue (related party amounts of $3,788 and $3,333 for the six months ended September 30, 2021 and 2020, respectively)

 

 

(3,574

)

 

 

(7,934

)

 

Operating lease liabilities

 

 

(3,696

)

 

 

(4,870

)

 

Other liabilities

 

 

45

 

 

 

43

 

 

Net cash used in operating activities

 

 

(107,025

)

 

 

(62,419

)

 

Cash flows from investing activities:

 

 

 

 

 

 

 

Purchases of property and equipment

 

 

(1,810

)

 

 

(3,627

)

 

Prepayments for intangible assets

 

 

(5,500

)

 

 

 

 

Proceeds from sale of property and equipment

 

 

1

 

 

 

612

 

 

Capitalized internal-use software costs

 

 

(1,807

)

 

 

(1,988

)

 

Net cash used in investing activities

 

 

(9,116

)

 

 

(5,003

)

 

Cash flows from financing activities:

 

 

 

 

 

 

 

Proceeds from exercise of stock options (related party amounts of nil and $34,710 for the six months ended September 30, 2021 and 2020, respectively)

 

 

5,624

 

 

 

36,587

 

 

Payments of deferred offering costs

 

 

(30,642

)

 

 

 

 

Proceeds from issuance of common stock upon Merger

 

 

309,720

 

 

 

 

 

Proceeds from PIPE (related party amounts of $25,000 and nil for the six months ended September 30, 2021 and 2020, respectively)

 

 

250,000

 

 

 

 

 

Net cash provided by financing activities

 

 

534,702

 

 

 

36,587

 

 

Net increase (decrease) in cash and restricted cash

 

 

418,561

 

 

 

(30,835

)

 

Cash and restricted cash—beginning of period

 

 

290,862

 

 

 

216,316

 

 

Cash and restricted cash—end of period

 

 

709,423

 

 

 

185,481

 

 

Supplemental disclosures of non-cash investing and financing activities:

 

 

 

 

 

 

 

Purchases of property and equipment during the period included in accounts payable and accrued expenses

 

 

34

 

 

 

78

 

 

Stock-based compensation capitalized for internal-use software costs

 

 

437

 

 

 

312

 

 

Reclassification of deferred offering costs

 

 

3,971

 

 

 —

 

 

Vesting of related party early exercised stock options

 

 —

 

 

 

8,482

 

 

Assumption of merger warrants liability

 

 

75,415

 

 

 —

 

 

Conversion of redeemable convertible preferred stock to common stock

 

 

837,351

 

 

 —

 

 

Reconciliation of cash and restricted cash within the consolidated balance sheets to the amounts shown in the consolidated statements of cash flows above:

 

 

 

 

 

 

 

Cash

 

 

701,050

 

 

 

177,108

 

 

Restricted cash, current

 

 

1,399

 

 

 

1,399

 

 

Restricted cash, noncurrent

 

 

6,974

 

 

 

6,974

 

 

Total cash and restricted cash

 

$

709,423

 

 

$

185,481

 

 

 

 

 


 

23andMe Holding Co.
Total Company and Segment Information and Reconciliation of Non-GAAP Financial Measures
(in thousands)
(unaudited)

 

The Company’s revenue and Adjusted EBITDA by segment and for the total Company is as follows:

 

 

 

Three Months Ended
September 30,

 

 

Six Months Ended
September 30,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

 

 

(in thousands)

 

 

(in thousands)

 

Segment Revenue

 

 

 

 

 

 

 

 

 

 

 

 

Consumer & Research Services

 

$

55,204

 

 

$

51,804

 

 

$

114,443

 

 

$

99,813

 

Therapeutics

 

 

 

 

 

 

 

 

 

 

 

48

 

Total revenue

 

$

55,204

 

 

$

51,804

 

 

$

114,443

 

 

$

99,861

 

Segment Adjusted EBITDA

 

 

 

 

 

 

 

 

 

 

 

 

Consumer & Research Services Adjusted EBITDA

 

$

(760

)

 

$

1,778

 

 

$

(1,265

)

 

$

(2,458

)

Therapeutics Adjusted EBITDA

 

 

(18,828

)

 

 

(14,440

)

 

 

(37,131

)

 

 

(23,835

)

Unallocated Corporate

 

 

(10,095

)

 

 

(7,558

)

 

 

(18,563

)

 

 

(13,757

)

Total Adjusted EBITDA

 

$

(29,683

)

 

$

(20,220

)

 

$

(56,959

)

 

$

(40,050

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Reconciliation of net loss to Adjusted EBITDA

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(16,524

)

 

$

(36,191

)

 

$

(58,550

)

 

$

(71,961

)

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

Interest (income), net

 

 

(92

)

 

 

(69

)

 

 

(136

)

 

 

(143

)

Other (income) expense, net

 

 

(3

)

 

 

6

 

 

 

(17

)

 

 

(872

)

Change in fair value of warrant liabilities

 

 

(29,828

)

 

 

 

 

 

(29,294

)

 

 

 

Depreciation and amortization

 

 

4,871

 

 

 

5,168

 

 

 

9,508

 

 

 

10,699

 

Stock-based compensation expense

 

 

10,427

 

 

 

10,866

 

 

 

20,064

 

 

 

22,227

 

Acquisition-related costs

 

 

1,466

 

 

 

 

 

 

1,466

 

 

 

 

Total Adjusted EBITDA

 

$

(29,683

)

 

$

(20,220

)

 

$

(56,959

)

 

$

(40,050

)