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Sema4 Reports Third Quarter 2022 Financial Results and New Strategic Direction

WGS, WGSWW

Company will focus on its high growth, high margin pediatric and rare disease business, powered by whole exome/genome diagnostic testing and analysis and data-driven insights from Centrellis®

19% pro forma1 volume growth vs. 3Q 2021 and 21% pro forma1 revenue growth vs. 3Q 2021

Sema4 to host a conference call today at 8:30 a.m. ET

STAMFORD, Conn., Nov. 14, 2022 (GLOBE NEWSWIRE) -- Sema4 Holdings Corp. (Nasdaq: SMFR) (“Sema4”), a health insights company, today announced business highlights and financial results for the third quarter ended September 30, 2022.

Additionally, Sema4 announced its decision to pursue a new strategic direction focused on a $30 billion market opportunity to generate more complete understanding of complex diseases and how to treat them, fueled by its industry-leading genomic and data platforms. As a result, the company has determined that it will exit the reproductive health testing market, which it expects to complete by the end of the first quarter of 2023. The company believes the competitive advantages and differentiated offerings of its GeneDx and Centrellis platforms will enable the company to scale to profitability. The business moving forward is on a path to provide:

  • Annual revenue growth in excess of 20% over the next several years
  • An adjusted gross margin profile in excess of 50% in the near-term
  • A turn to profitability in 2025

The foundation for this growth is strengthened by the GeneDx exome and whole genome sequencing and interpretation services and the Centrellis data platform. The company will be focused on delivering personalized, actionable health insights that help clinicians, researchers, health systems, pharmaceutical companies, and payors improve the patient experience and advance population health. Sema4 will enhance the healthcare experience and improve patients’ quality of life for generations by sequencing once and analyzing for a lifetime.

“As we look ahead, I am excited by the performance of the business representing our future. Our pediatric and rare disease franchise is setting new internal records, generating over 50% revenue growth in the third quarter and delivering over 40% in adjusted gross margin,” said Katherine Stueland, President and CEO of Sema4. “We believe that our focused commercial and R&D efforts provide the right foundation for us to target higher growth areas of the genomics market and optimize our data and health insights go-to-market strategy. We expect the combination of these efforts will help us grow revenue in excess of 20% over the next several years. We also expect the actions we have undertaken will enable us to more than double our run rate gross margin profile exiting the third quarter and reduce our annual cash burn by greater than 50% in 2023.”

Business Highlights

  • Signed 2 data partnerships with biopharma companies utilizing the company’s proprietary clinical and genomic database
  • Announced partnership in the recently launched GUARDIAN genomic newborn screening study, the largest of its kind in North America, to improve population health by identifying more than 250 preventable and treatable conditions, many of which are not covered today by standard newborn screening
  • Announced results from Phase 1 of SeqFirst Study, demonstrating broad utility of rapid whole genome sequencing for critically ill newborns
  • Presented research on autism spectrum disorders (ASD) at the Child Neurology Society (CNS) annual meeting, underscoring the positive outcomes of exome analysis for individuals with ASD
  • Announced an exit from reproductive health testing, including closing down its Stamford, CT laboratory and a reduction in force of approximately 500 employees. Customers will be notified that the company is accepting samples through December 14, 2022
  • Combining its prior year-to-date restructuring efforts and the exit from its reproductive health testing business announced today, the company expects total headcount of 1,100 compared to approximately 1,700 exiting the third quarter of 2022
  • Appointed industry veteran, Kevin Feeley, as Chief Financial Officer

Third Quarter & Recent Highlights

“We are pleased with our third quarter results, especially the volume growth and gross margins in our GeneDx pediatrics and rare disease business. We have seen consistent double-digit volume growth in this business throughout this year and efforts across revenue cycle management and menu optimization have helped drive favorable pricing trends in key areas of focus. Efforts implemented by our commercial team late last year are driving results,” continued Ms. Stueland. “Additionally, with the exit of our reproductive health businesses, we are very excited to enter the next chapter at Sema4 enabled by Centrellis as a health intelligence platform fueled by GeneDx’s genomic services and clinical data.”

Highlights include:

  • Testing volumes on a pro forma basis were up 19% in the third quarter of 2022 compared to the same period of 2021, with 128,262 tests resulted (excluding COVID-19 tests)1
  • Testing volumes in pediatric and rare disease were up 20% on a pro forma basis
  • Gross margin of 16% and adjusted gross margin of 20% in the third quarter of 2022, with our pediatric and rare disease franchise generating an adjusted gross margin in excess of 40% in the quarter

Total revenue for the third quarter of 2022 was $83.2 million compared to $43.2 million in the third quarter of 2021. Pro forma revenue in the third quarter of 2022, assuming GeneDx’s results were included for the full applicable quarter, excluding COVID-19 related revenue, was up 21%.

Gross margin in the third quarter of 2022 was 16%. Adjusted gross margin in the third quarter of 2022 was 20%, with the pediatric and rare disease franchise generating an adjusted gross margin in excess of 40% in the quarter.

Net loss in the third quarter of 2022 was ($77.6) million. Adjusted net loss for the third quarter of 2022 was ($76.8) million compared to an adjusted net loss of ($71.0) million in the same period of 2021.

Total cash and cash equivalents and restricted cash were $205.7 million as of September 30, 2022. As of November 4, 2022, Sema4 had 386,795,130 outstanding shares of Class A common stock.

“During the third quarter, we experienced encouraging growth in test volumes across the total company, especially in the pediatric and rare disease business of GeneDx, where we experienced 20% growth in volumes with an associated growth in revenue of greater than 50%. Our concerted work to improve lab efficiency and revenue cycle management has helped drive a meaningful uptick in our gross margins. Following the announced exit of our reproductive health testing business, we believe our financial profile positions the company for long term success,” said Kevin Feeley, Chief Financial Officer of Sema4.

Full Year 2022 Guidance

Sema4 is maintaining the previously issued full year and second half 2022 reported revenue guidance of $245-255 million and $154-164 million, respectively.

Sema4 is also maintaining the previously issued full-year and second-half 2022 adjusted gross margin guidance of 4-9% and 15-20%, respectively.

Webcast and Conference Call Details

Sema4 will host a conference call today, November 14, 2022, at 8:30 a.m. Eastern Time. Interested parties may access the live teleconference by dialing (866) 374-5140, followed by PIN 44463501#. A live and archived webcast of the event will be available on the “Events” section of the Sema4 investor relations website at https://ir.sema4.com

1 Pro forma metrics consolidate GeneDx operating results for the entirety of the compared periods and excludes COVID-19 revenue. Pro forma metrics are presented for illustrative purposes only and are not necessarily indicative of the results that would have occurred had the GeneDx acquisition been completed prior to January 1, 2021 or that may occur in the future. See Appendix for Historical Sema4 & GeneDx Resulted Volumes & Revenue.

Forward-Looking Statements

This press release contains certain forward-looking statements within the meaning of the federal securities laws, including statements regarding our future performance and our market opportunity, including our expected full year and second half 2022 reported revenue and adjusted gross margin guidance, our expectations regarding our annual revenue growth rates over the next several years, our gross margin profile in the near-term and our path to profitability in 2025, our expectations regarding our annual cash burn in 2023, our expectations for our growth and future investment in our business, our expectations regarding our plans to pursue new strategic direction, exit our reproductive health testing business and our ability to scale to profitability, our other restructuring plans and the associated cost savings and impact on our gross margins, and our expectations of the anticipated benefits and synergies of the recently completed GeneDx acquisition. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including but not limited to: (i) the ability to implement business plans, goals and forecasts, and identify and realize additional opportunities, (ii) the risk of downturns and a changing regulatory landscape in the highly competitive healthcare industry, (iii) the size and growth of the market in which we operate, and (iv) our ability to pursue our new strategic direction, exit our reproductive health testing business, implement our other restructuring plans and achieve the associated cost savings and impact on our gross margins, (v) the risk that the anticipated benefits of the GeneDx acquisition may not be fully realized, if at all. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 14, 2022 and other documents filed by us from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and we assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. We do not give any assurance that we will achieve our expectations.

About Sema4

Sema4 is a patient-centered health intelligence company dedicated to advancing healthcare through data-driven insights. Sema4 is transforming healthcare by applying AI and machine learning to multidimensional, longitudinal clinical and genomic data to build dynamic models of human health and defining optimal, individualized health trajectories. Centrellis®, our innovative health intelligence platform, is enabling us to generate a more complete understanding of disease and wellness and to provide science-driven solutions to the most pressing medical needs. Sema4 believes that patients should be treated as partners, and that data should be shared for the benefit of all.

For more information, please visit sema4.com and connect with us on LinkedIn, Twitter, Facebook, and Instagram.

Investor Relations Contact:
Joel Kaufman
investors@sema4.com

Media Contact:
Radley Moss
radley.moss@sema4.com

Historical Pro Forma Resulted Volume and Revenue1

1Q21 2Q21 3Q21 4Q21 1Q22 2Q22 3Q22
Volumes2
Complex Reproductive Health 46,052 50,155 49,475 61,741 67,907 73,288 68,109
Whole Exome, Whole Genome & NICU 3,344 6,698 6,162 6,619 7,395 7,572 7,480
Other Diagnostic Testing (Excluding COVID) 49,230 54,412 51,780 53,387 51,057 51,802 52,673
Total 98,626 111,265 107,417 121,747 126,359 132,662 128,262
Sema4 (Excluding COVID) 66,945 72,083 69,895 82,966 84,925 87,094 83,348
GeneDx 31,681 39,182 37,522 38,781 41,434 45,568 44,914
Total1 98,626 111,265 107,417 121,747 126,359 132,662 128,262
Revenue2
Complex Reproductive Health $ 46.5 $ 41.3 $ 37.6 $ 46.2 $ 48.3 $ 8.2 $ 36.8
Whole Exome, Whole Genome & NICU $ 8.4 $ 13.5 $ 14.2 $ 15.3 $ 18.4 $ 21.1 $ 26.9
Other Diagnostic Testing (Excluding COVID) $ 14.8 $ 15.7 $ 15.2 $ 15.7 $ 17.9 $ 16.5 $ 17.7
COVID $ 15.9 $ 3.8 $ 4.2 $ 10.5 $ 3.8 $ 0.3 $ 0.0
Pharma $ 1.4 $ 2.2 $ 1.8 $ 2.4 $ 1.6 $ 2.3 $ 1.7
Total2 $ 87.0 $ 76.7 $ 73.0 $ 90.1 $ 90.1 $ 48.3 $ 83.2
2Q 2022 Prior Period Revenue Adjustment3 - - - - - ($ 30.1 ) -
Adjusted Total $ 87.0 $ 76.7 $ 73.0 $ 90.1 $ 90.1 $ 78.4 $ 83.2
Adjusted Total Excluding COVID $ 71.1 $ 72.8 $ 68.8 $ 79.6 $ 86.3 $ 78.1 $ 83.2
Sema4 $ 64.2 $ 47.0 $ 43.2 $ 57.8 $ 53.9 $ 10.0 $ 37.7
Sema4 Diagnostic Testing (Excluding COVID) $ 46.9 $ 41.0 $ 37.3 $ 45.9 $ 48.7 $ 8.1 $ 36.1
Sema4 COVID Testing $ 15.9 $ 3.8 $ 4.2 $ 10.5 $ 3.8 $ 0.3 $ 0.0
Sema4 Pharma $ 1.4 $ 2.2 $ 1.7 $ 1.4 $ 1.4 $ 1.7 $ 1.6
GeneDx $ 22.8 $ 29.6 $ 29.8 $ 32.3 $ 36.1 $ 38.3 $ 45.6
Total2 $ 87.0 $ 76.7 $ 73.0 $ 90.1 $ 90.1 $ 48.3 $ 83.2
2Q 2022 Prior Period Revenue Adjustment3 - - - - - ($ 30.1 ) -
Adjusted Total $ 87.0 $ 76.7 $ 73.0 $ 90.1 $ 90.1 $ 78.4 $ 83.2
Adjusted Total excluding COVID $ 71.1 $ 72.8 $ 68.8 $ 79.6 $ 86.3 $ 78.1 $ 83.2

Historical Pro forma GeneDx Revenue & Volume + Combined Company Pharma1

1Q21 2Q21 3Q21 4Q21 1Q22 2Q22 3Q22
Volumes
Whole Exome, Whole Genome & NICU 3,344 6,698 6,162 6,619 7,395 7,572 7,480
Other Diagnostic Tests 28,337 32,484 31,360 32,162 34,039 37,996 37,434
Total 31,681 39,182 37,522 38,781 41,434 45,568 44,914
Revenue
Whole Exome, Whole Genome & NICU $ 8.4 $ 13.5 $ 14.2 $ 15.3 $ 18.4 $ 21.1 $ 26.9
Other Diagnostic Tests $ 14.4 $ 16.1 $ 15.5 $ 17.0 $ 17.7 $ 17.2 $ 18.6
Pharma $ 1.4 $ 2.2 $ 1.8 $ 2.4 $ 1.6 $ 2.3 $ 1.7
Total Revenue $ 24.2 $ 31.8 $ 31.5 $ 34.7 $ 37.8 $ 40.6 $ 47.3

1 Pro forma volume and revenue metrics assume GeneDx was owned for the entirety of the applicable quarter and are calculated based on the sum of each of Sema4’s and GeneDx’s historical volumes or revenues, as applicable. Pro forma metrics are presented for illustrative purposes only and are not necessarily indicative of the results that would have occurred had the GeneDx acquisition been completed on such dates or that may occur in the future.
2 Represents aggregated Resulted Volume and Revenue from GeneDx and Sema4.
3 $30.1 million of revenue adjustments recorded related to prior periods due to our change in estimate.

Sema4 Holdings Corp.
Condensed Consolidated Balance Sheets
(in thousands, except share amounts)

September 30,
2022
(unaudited)
December 31,
2021
Assets
Current assets:
Cash and cash equivalents $ 191,360 $ 400,569
Accounts receivable, net 42,669 26,509
Due from related parties 1,194 54
Inventory, net 44,173 33,456
Prepaid expenses 17,516 19,154
Other current assets 9,698 3,802
Total current assets $ 306,610 $ 483,544
Operating lease right-of-use assets 44,033
Property and equipment, net 84,369 62,719
Intangible assets, net 190,156
Goodwill 181,468
Restricted cash 14,370 900
Other assets 7,968 6,930
Total assets $ 828,974 $ 554,093
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses $ 86,884 $ 64,801
Due to related parties 1,828 2,623
Contract liabilities 473
Short-term lease liabilities 4,996
Other current liabilities 68,623 33,387
Total current liabilities $ 162,331 $ 101,284
Long-term debt, net of current portion 10,651 11,000
Long-term lease liabilities 62,336
Other liabilities 20,200 21,907
Deferred taxes 2,603
Warrant liability 5,059 21,555
Earn-out contingent liabilities 4,500 10,244
Total liabilities $ 267,680 $ 165,990
Commitments and contingencies (Note 10)
Stockholders’ equity:
Preferred Stock
Class A common stock 38 24
Additional paid-in capital 1,376,916 963,520
Accumulated deficit (815,660 ) (575,441 )
Total stockholders’ equity 561,294 388,103
Total liabilities and stockholders’ equity $ 828,974 $ 554,093


Sema4 Holdings Corp.
Condensed Consolidated Statements of Operations and Comprehensive Loss
(in thousands, except share and per share amounts)
(unaudited)

Three months ended September 30, Nine months ended September 30,
2022 2021 (1) 2022 2021 (1)
Revenue:
Diagnostic test revenue $ 81,490 $ 41,410 $ 167,989 $ 148,973
Other revenue 1,744 1,768 5,355 5,421
Total revenue 83,234 43,178 173,344 154,394
Cost of services 69,685 51,487 183,768 168,190
Gross profit (loss) 13,549 (8,309 ) (10,424 ) (13,796 )
Research and development 13,354 17,831 61,837 82,916
Selling and marketing 37,451 28,152 103,116 82,092
General and administrative 51,863 33,125 162,681 148,033
Related party expenses 1,697 847 4,712 3,532
Loss from operations (90,816 ) (88,264 ) (342,770 ) (330,369 )
Other income (expense), net:
Change in fair market value of warrant and earn-out contingent liabilities 12,978 122,171 54,350 122,171
Interest income 996 27 1,405 57
Interest expense (806 ) (683 ) (2,404 ) (2,128 )
Other income 2 (520 ) 58 5,064
Total other income 13,170 120,995 53,409 125,164
(Loss) Income before income taxes $ (77,646 ) $ 32,731 $ (289,361 ) (205,205 )
Income tax benefit 65 49,142
Net (loss) income and comprehensive (loss) income $ (77,581 ) $ 32,731 $ (240,219 ) $ (205,205 )
Weighted average shares outstanding of Class A common stock 380,764,176 185,680,394 321,461,266 63,121,738
Weighted average shares outstanding of Class A common stock for diluted earnings 380,764,176 210,330,946 321,461,266 63,121,738
Basic net (loss) income per share, Class A common stock $ (0.20 ) $ 0.18 $ (0.75 ) $ (3.25 )
Diluted net (loss) income per share, Class A common stock $ (0.20 ) $ 0.16 $ (0.75 ) $ (3.25 )


(1) As previously disclosed in Note 2, “Summary of Significant Accounting Policies” to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021, certain adjustments were made to reclassify certain expenses between cost of services and operating expenses. The adjustments are reflected as disclosed.

Sema4 Holdings Corp.
Condensed Consolidated Statement of Cash Flows
(unaudited, in thousands)

Nine months ended September 30,
2022 2021 (1)
Operating activities
Net loss $ (240,219 ) $ (205,205 )
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense 25,269 16,012
Stock-based compensation expense 41,553 182,454
Change in fair value of warrant and earn-out contingent liabilities (54,350 ) (122,171 )
Income tax benefit (49,176 )
Loss on debt extinguishment 301
Provision for excess and obsolete inventory 732 1,122
Non-cash lease expense 1,112 1,174
Amortization of deferred debt issuance costs 387
Change in operating assets and liabilities, net of effects from purchase of
business:
Accounts receivable 5,491 10,787
Inventory (5,239 ) (7,334 )
Prepaid expenses and other current assets 5,153 (15,710 )
Due to/from related parties (1,935 ) (124 )
Other assets (1,355 ) (17 )
Accounts payable and accrued expenses 28,557 4,927
Contract liabilities (473 ) (1,290 )
Other current liabilities (10,008 ) (3,375 )
Net cash used in operating activities (254,501 ) (138,449 )
Investing activities
Purchase of business, net of cash acquired (127,004 )
Purchases of property and equipment (4,990 ) (4,344 )
Development of internal-use software assets (6,494 ) (8,749 )
Net cash used in investing activities (138,488 ) (13,093 )
Financing activities
Proceeds from Business Combination PIPE Investment 350,000
Proceeds from Acquisition PIPE Investment, net of issuance costs 197,659
Proceeds from equity infusion from the merger, net of redemptions 442,684
Legacy Sema4 Shareholder payout (230,665 )
Payment of deferred transaction costs (51,760 )
Stock Appreciation Rights payout (3,795 )
Repayment of long-term debt (8,741 )
Finance lease principal payments (2,632 ) (2,960 )
Long-term debt principal payments (1,000 )
Exercise of stock options 2,223 995
Net cash provided by financing activities 197,250 494,758
Net decrease in cash, cash equivalents and restricted cash (195,739 ) 343,216
Cash, cash equivalents and restricted cash, at beginning of period 401,469 118,960
Cash, cash equivalents and restricted cash, at end of period $ 205,730 $ 462,176

(1) As previously disclosed in Note 2, “Summary of Significant Accounting Policies” to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021, certain adjustments were made to certain liability accounts previously reported in the condensed balance sheets as of September 30, 2021. The adjustments are reflected accordingly as disclosed.

Sema4 Holdings Corp.
Reconciliation of Revenue to our Adjusted Gross Profit & Adjusted EBITDA
(unaudited, in thousands)

Three months ended September 30,
2022 2021
(in thousands)
Revenue
Diagnostic test revenue $ 81,490 $ 41,410
Other Revenue 1,744 1,768
Total Revenue 83,234 43,178
Cost of Service 69,685 51,487
Gross (Loss) Profit $ 13,549 $ (8,309 )
Gross Margin 16 % (19 )%
Stock-based compensation $ 1,477 $ 1,779
Restructuring costs 1,497
Adjusted Gross (Loss) Profit 16,759 (6,530 )
Adjusted Gross Margin 20 % (15 )%
Research & Development 13,354 17,831
Stock-based compensation 8,164 (3,160 )
Restructuring costs (1,362 )
Adjusted Research & Development $ 20,156 $ 14,671
Selling & Marketing 37,451 28,152
Stock-based compensation (2,337 ) (4,183 )
Amortization of intangibles (1,067 )
Restructuring costs (1,863 )
Adjusted Selling & Marketing $ 32,184 $ 23,969
General & Administrative & Related Party Expense 53,560 33,972
Stock-based compensation (5,623 ) (8,889 )
Amortization of intangibles (2,440 )
Transaction, acquisition, and restructuring costs (4,271 ) (391 )
Adjusted General & Administrative & Related Party $ 41,226 $ 24,692
Total Adjusted Operating Expenses 93,566 63,332
Loss from Operations (90,816 ) (88,264 )
Stock-based compensation 1,273 18,011
Amortization of intangibles 3,507
Transaction, acquisition, and restructuring costs 8,993 391
Adjusted loss from operations $ (77,043 ) $ (69,862 )


Sema4 Holdings Corp.
Reconciliation of Revenue to our Adjusted Gross Profit & Adjusted EBITDA
(unaudited, in thousands)

Nine months ended September 30,
2022 2021
(in thousands)
Revenue
Diagnostic test revenue $ 167,989 $ 148,973
Other Revenue 5,355 5,421
Total Revenue 173,344 154,394
Cost of Service 183,768 168,190
Gross (Loss) Profit $ (10,424 ) $ (13,796 )
Gross Margin (6 )% (9 )%
Stock-based compensation 4,668 19,948
Restructuring costs 1,808
Adjusted Gross (Loss) Profit (3,948 ) 6,152
Adjusted Gross Margin (2 )% 4 %
Research & Development 61,837 82,916
Stock-based compensation (2,692 ) (40,977 )
Restructuring costs (2,368 )
Adjusted Research & Development $ 56,777 $ 41,939
Selling & Marketing 103,116 82,092
Stock-based compensation (6,647 ) (23,936 )
Amortization of intangibles (1,884 )
Restructuring costs (4,503 )
Adjusted Selling & Marketing $ 90,082 $ 58,156
General & Administrative & Related Party Expense 167,393 151,565
Stock-based compensation (27,546 ) (97,593 )
Amortization of intangibles (3,960 )
Transaction, acquisition, and restructuring costs (23,311 ) (5,496 )
Adjusted General & Administrative & Related Party $ 112,576 $ 48,476
Total Adjusted Operating Expenses 259,435 148,571
Loss from Operations (342,770 ) (330,369 )
Stock-based compensation 41,553 182,454
Amortization of intangibles 5,844
Transaction, acquisition, and restructuring costs 31,990 5,496
Adjusted loss from operations $ (263,383 ) $ (142,419 )


Three months ended September 30,
2022 2021
(in thousands)
Net (loss) income $ (77,581 ) $ 32,731
Interest expense, net (1) (190 ) 656
Income tax benefit (65 )
Depreciation and amortization 10,502 5,491
Stock-based compensation expense 1,273 18,011
Transaction, acquisition costs, and business integration costs (2) 391
Restructuring (3) 8,993
Change in fair market value of financial liabilities (4) (12,978 ) (122,171 )
Other income 343
Adjusted EBITDA $ (70,046 ) $ (64,548 )
Net (loss) income (77,581 ) 32,731
Stock-based compensation expense 1,273 18,011
Amortization of Acquisition Intangibles 3,507
Change in fair market value of warrant and earn-out contingent liabilities (12,978 ) (122,171 )
Transaction, acquisition, and restructuring costs 8,993 391
Adjusted Net loss (76,786 ) (71,038 )

(1) Represents the total of interest expense related to our finance leases and interest-bearing loans and interest income earned on money market funds. This also includes the unused line fee and amortization of deferred transaction costs related to the loan and security agreement entered into with Silicon Valley Bank.
(2) Represents professional service costs incurred in connection with pursuing the business combination transaction that did not meet the requirement for capitalization in 2021.
(3) Represents costs incurred for restructuring activities, which include severance packages offered to impacted employees and third party consulting costs incurred in the third quarter of 2022.
(4) Represents the change primarily in fair market value of the liabilities associated with our Milestone Payments contingent liability based on the achievement of GeneDx revenue-based milestones of $10.6 million. Included in this amount is also public warrants and private placement warrants and the earn-out shares issuable under the terms of the merger agreement related to our business combination with CMLS.

Nine months ended September 30,
2022 2021
(in thousands)
Net loss $ (240,219 ) $ (205,205 )
Interest expense, net (1) 999 2,071
Income tax benefit (49,142 )
Depreciation and amortization 25,269 16,012
Stock-based compensation expense 41,553 182,454
Transaction, acquisition costs, and business integration costs (2) 13,436 5,496
Restructuring (3) 18,554
Change in fair market value of financial liabilities (4) (54,350 ) (122,171 )
Other income (5) (56 ) (5,241 )
Adjusted EBITDA $ (243,956 ) $ (126,584 )
Net loss (240,219 ) (205,205 )
Stock-based compensation expense 41,553 182,454
Amortization of Acquisition Intangibles 5,844
Change in fair market value of warrant and earn-out contingent liabilities (54,350 ) (122,171 )
Transaction, acquisition, and restructuring costs 31,990 5,496
Adjusted Net loss (215,182 ) (139,426 )

(1) Represents the total of interest expense related to our finance leases and interest-bearing loans and interest income earned on money market funds. This also includes the unused line fee and amortization of deferred transaction costs related to the loan and security agreement entered into with Silicon Valley Bank.
(2) Represents professional service costs incurred in connection with pursuing the business combination transaction that did not meet the requirement for capitalization in 2021. For the period of 2022, this represents professional service costs incurred in connection with the Acquisition transaction, which include due diligence, legal and business integration costs.
(3) Represents costs incurred for restructuring activities, which include severance packages offered to impacted employees and third party consulting costs incurred in the period of 2022.
(4) Represents the change primarily in fair market value of the liabilities associated with our Milestone Payments contingent liability based on the achievement of GeneDx revenue-based milestones of $27.6 million. Included in this amount is also public warrants and private placement warrants and the earn-out shares issuable under the terms of the merger agreement related to our business combination with CMLS.
(5) For the nine months ended September 30, 2021, the amount represents funding received under the CARES Act Provider Relief Fund in the first quarter of 2021.


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