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0001217234FALSE00012172342023-08-082023-08-08

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): August 8, 2023
 
CAREDX, INC.
(Exact Name of Registrant as Specified in its Charter)
 
Delaware   001-36536   94-3316839
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
8000 Marina Boulevard, 4th Floor
Brisbane, California 94005
(Address of Principal Executive Offices) (Zip Code)
(415) 287-2300
Registrant’s telephone number, including area code
N/A
(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 Exchange Act:
(Title of each class) (Trading Symbol) (Name of exchange on which registered)
Common Stock, $0.001 Par Value CDNA The Nasdaq Stock Market LLC
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 August 8, 2023, CareDx, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended June 30, 2023. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information in this Item 2.02, including the press release attached hereto as Exhibit 99.1, is intended to be furnished under Item 2.02 and Item 9.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.   Description
99.1  
104 Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL).



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 hereunto duly authorized.
 
Date: August 8, 2023    
CAREDX, INC.

    By:   /s/ Abhishek Jain
      Abhishek Jain
      Chief Financial Officer


EX-99.1 2 cdna-20230808_earningsrele.htm EX-99.1 Document
Exhibit 99.1
logoa.jpg

CareDx Reports Second Quarter 2023 Results
BRISBANE, Calif., August 8, 2023 -- CareDx, Inc. (Nasdaq: CDNA) — The Transplant Company™ focused on the discovery, development, and commercialization of clinically differentiated, high-value healthcare solutions for transplant patients and caregivers -- today reported financial results for the second quarter ended June 30, 2023.
Second Quarter 2023 Highlights and Other Recent Updates
•CareDx received the industry’s first and only multimodal MolDX approval in transplant with HeartCare for Medicare patients.

•CareDx received the industry’s first and only donor-derived cell-free DNA (dd-cfDNA) MolDX approval for lung transplant patients with AlloSure® Lung for Medicare patients.

•Reported revenue of $70.3 million, a decrease of 13% year-over-year due to the impact of the Medicare Billing Article revisions.

•Reported testing services revenue of $53.4 million, a decrease of 20% year-over-year. Archived growth in non-testing services business with revenues of $9.0 million for Patient and Digital Solutions and $7.9 million for Products, representing year-over-year growth of 33% and 17%, respectively.

•Achieved over 80% adoption of new test requisition forms (TRFs) by the end of June, two quarters ahead of target.

•Delivered approximately 37,500 patient test results for AlloMap® and AlloSure, a decline of approximately 17% year-over-year, driven by the impact of the Medicare Billing Article revisions and operational adjustments required of customers.

•Collected over $20.0 million in incremental cash, driven by cash collections at 110% of revenue for testing services in the last three quarters.

•Maintained strong balance sheet with $283 million of cash and cash equivalents, and marketable securities, with no debt.

“We are proud to continue our transplant innovation leadership, as the first and only company to receive Medicare coverage for multimodality in transplantation with HeartCare, and dd-cfDNA in lung with AlloSure Lung,” said Reg Seeto, CEO and President of CareDx. “A key focus for the second quarter was operational execution of the Billing Article revisions and we are pleased to achieve over 80 percent adoption rate for our new TRFs, well ahead of target.”
Second Quarter 2023 Financial Results
Revenue for the three months ended June 30, 2023, was $70.3 million, a decrease of 13% compared with $80.6 million in the second quarter of 2022. Testing services revenue for the quarter was $53.4 million, compared with $67.1 million in the same period in 2022. This includes approximately $7.8 million in revenue associated with AlloSure Kidney Medicare tests that the Company did not submit for reimbursement in the first quarter of 2023.
Total AlloSure and AlloMap patient results provided in the quarter were approximately 37,500, representing a decrease of approximately 17% as compared to the same quarter a year ago, and primarily attributable to the impact of the Medicare Billing Article revisions on AlloSure Kidney testing volumes.




For the second quarter of 2023, net loss was $25.0 million, compared to a net loss of $21.7 million in the same period in 2022. Basic and diluted net loss per share in the second quarter of 2023 was $0.46, compared to basic and diluted net loss per share of $0.41 in the second quarter of 2022.
Non-GAAP net loss was $9.9 million in the second quarter of 2023, compared to a non-GAAP net loss of $7.0 million in the second quarter of 2022. Basic and diluted non-GAAP net loss per share was $0.18 in the second quarter of 2023, compared to a basic and diluted non-GAAP net loss per share of $0.13 in the second quarter of 2022.
Adjusted EBITDA for the second quarter of 2023 was a loss of $10.4 million, compared to an adjusted EBITDA loss of $5.7 million in the second quarter of 2022.
Cash and cash equivalents and marketable securities were $283 million as of June 30, 2023.
2023 Guidance
For the full year 2023, CareDx expects revenue to be in the range of $240 to $260 million.
About CareDx – The Transplant Company™
CareDx, Inc., headquartered in Brisbane, California, is a leading precision medicine solutions company focused on the discovery, development, and commercialization of clinically differentiated, high-value healthcare solutions for transplant patients and caregivers. CareDx offers testing services, products, and digital healthcare solutions along the pre- and post-transplant patient journey, and is the leading provider of genomics-based information for transplant patients. For more information, please visit: www.CareDx.com.
Forward Looking Statements
This press release includes forward-looking statements with respect to expectations regarding its 2023 revenue. All statements other than statements of historical fact contained in this press release, including statements regarding the future financial position of CareDx, including financial targets, business strategy and plans and objectives for future operations, are forward-looking statements. These forward-looking statements are based upon information that is currently available to CareDx and its current expectations, speak only as of the date hereof, and are subject to numerous risks and uncertainties, all of which are difficult to predict and many of which are beyond our control, including general economic and market factors, and global economic and marketplace uncertainties, among others discussed in CareDx’s filings with the Securities and Exchange Commission (the “SEC”), including but not limited to, the Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed by CareDx with the SEC on February 27, 2023, the quarterly report on Form 10-Q for the quarter ended March 31, 2023 filed by CareDx with the SEC on May 10, 2023, and the quarterly report on Form 10-Q for the quarter ended June 30, 2023 to be filed by CareDx with the SEC on or about August 8, 2023, and other reports that CareDx has filed with the SEC. Any of these may cause CareDx’s actual results, performance, or achievements to differ materially and adversely from those anticipated or implied by CareDx’s forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements. CareDx expressly disclaims any obligation, except as required by law, or undertaking to update or revise any such forward-looking statements, whether as a result of new information, future events or otherwise.












Use of Non-GAAP Financial Measures
CareDx has presented in this release certain financial information in accordance with U.S. Generally Accepted Accounting Principles (GAAP) and also on a non-GAAP basis, including non-GAAP cost of testing services, non-GAAP cost of product, non-GAAP cost of patient and digital solutions, non-GAAP research and development expenses, non-GAAP sales and marketing expenses, non-GAAP general and administrative expenses, non-GAAP other income (expense), net, non-GAAP income tax expense, non-GAAP gross profit, non-GAAP gross margin (%), non-GAAP net loss, non-GAAP basic and diluted net loss per share, adjusted EBITDA, adjusted revenue from testing services, and adjusted total revenue. We define non-GAAP net loss and per share results as the GAAP net loss and per share results excluding the impacts of stock-based compensation; changes in estimated fair value of contingent consideration; acquisition-related impairment charges and amortization of purchased intangible assets and related tax effects; costs involved with completing an acquisition; unrealized loss on investments; restructuring charges and certain other charges. We define adjusted EBITDA as non-GAAP net loss before net interest income, income tax benefit, depreciation and other expense, net. This release also contains adjusted revenue from testing services, which was prepared on a non-GAAP basis that excludes the $7.8 million revenue associated with the recognized AlloSure Kidney Medicare claims. We are presenting these non-GAAP financial measures to assist investors in assessing our operating results through the eyes of management and because we believe that these measures provide an additional tool for investors to use in comparing our core business operating results over multiple periods. Management believes this non-GAAP information is useful for investors, when considered in conjunction with CareDx’s GAAP financial statements, because management uses such information internally for its operating, budgeting and financial planning purposes. Non-GAAP information is not prepared under a comprehensive set of accounting rules and should only be used to supplement an understanding of CareDx’s operating results as reported under GAAP. These non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. These non-GAAP financial measures are not necessarily comparable to similarly-titled measures presented by other companies. A reconciliation between GAAP and non-GAAP financial information is provided immediately following the financial tables.





CareDx, Inc.
Condensed Consolidated Statements of Operations
(Unaudited)
(In thousands, except share and per share data)
Three Months Ended June 30, Six Months Ended June 30,
2023 2022 2023 2022
Revenue:
Testing services revenue $ 53,414  $ 67,135  $ 115,198  $ 133,579 
Product revenue 7,876  6,714  14,737  13,502 
Patient and digital solutions revenue 9,011  6,785  17,628  12,969 
Total revenue 70,301  80,634  147,563  160,050 
Operating expenses:
Cost of testing services 15,324  18,230  30,620  35,858 
Cost of product 3,926  3,887  7,992  8,286 
Cost of patient and digital solutions 6,637  5,422  13,241  10,277 
Research and development 20,233  22,632  44,590  44,512 
Sales and marketing 21,630  26,950  44,861  50,098 
General and administrative 29,327  25,232  57,359  51,791 
Restructuring costs 848  —  848  — 
Total operating expenses 97,925  102,353  199,511  200,822 
Loss from operations (27,624) (21,719) (51,948) (40,772)
Other income (expense):
Interest income, net 2,871  478  5,537  667 
    Change in estimated fair value of common stock warrant liability
48  10  75 
Other expense, net (271) (553) (2,245) (1,376)
Total other income (expense) 2,603  (27) 3,302  (634)
Loss before income taxes (25,021) (21,746) (48,646) (41,406)
Income tax benefit (expense) 68  49  (56) 61 
Net loss $ (24,953) $ (21,697) $ (48,702) $ (41,345)
Net loss per share:
Basic $ (0.46) $ (0.41) $ (0.91) $ (0.78)
Diluted $ (0.46) $ (0.41) $ (0.91) $ (0.78)
Weighted-average shares used to compute net loss per share:
Basic 53,846,260  53,249,545  53,745,299  53,133,149 
Diluted 53,846,260  53,249,545  53,745,299  53,133,149 





CareDx, Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
(In thousands)
June 30, 2023 December 31, 2022
Assets
Current assets:
Cash and cash equivalents $ 87,786  $ 89,921 
Marketable securities 194,887  203,168 
Accounts receivable 51,625  66,312 
Inventory 18,840  19,232 
Prepaid and other current assets 7,676  9,216 
Total current assets 360,814  387,849 
Property and equipment, net 36,084  35,529 
Operating leases right-of-use assets 32,118  34,689 
Intangible assets, net 43,529  43,051 
Goodwill 39,655  37,523 
Restricted cash 584  522 
Other assets 2,036  3,828 
Total assets $ 514,820  $ 542,991 
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable $ 9,880  $ 9,942 
Accrued compensation 14,441  16,902 
Accrued and other liabilities 50,175  49,131 
Total current liabilities 74,496  75,975 
Deferred tax liability 51  — 
Common stock warrant liability —  32 
Deferred payments for intangible assets 4,224  2,418 
Operating lease liability, less current portion 30,589  33,406 
Other liabilities 247  249 
Total liabilities 109,607  112,080 
Commitments and contingencies
Stockholders’ equity:
Common stock
52  52 
Additional paid-in capital 923,514  898,806 
Accumulated other comprehensive loss (8,450) (7,503)
Accumulated deficit (509,903) (460,444)
Total stockholders’ equity 405,213  430,911 
Total liabilities and stockholders’ equity $ 514,820  $ 542,991 





CareDx, Inc.
Reconciliation of GAAP to Non-GAAP Financial Measures
(Unaudited)
(In thousands)
Three Months Ended June 30, Six Months Ended June 30,
2023 2022 2023 2022
Cost of testing services reconciliation:
GAAP cost of testing services $ 15,324  $ 18,230  $ 30,620  $ 35,858 
Stock-based compensation expense (492) (566) (971) (585)
Acquisition related-amortization of purchased intangibles (329) (329) (658) (658)
Non-GAAP cost of testing services $ 14,503  $ 17,335  $ 28,991  $ 34,615 
Cost of product reconciliation:
GAAP cost of product $ 3,926  $ 3,887  $ 7,992  $ 8,286 
Stock-based compensation expense (274) (402) (634) (530)
Acquisition related-amortization of purchased intangibles (416) (437) (834) (890)
Non-GAAP cost of product $ 3,236  $ 3,048  $ 6,524  $ 6,866 
Cost of patient and digital solutions reconciliation:
GAAP cost of patient and digital solutions $ 6,651  $ 5,422  $ 13,255  $ 10,277 
Stock-based compensation expense (367) (391) (769) (583)
Acquisition related-amortization of purchased intangibles (255) (236) (503) (472)
Restructuring costs (14) —  (14) — 
Non-GAAP cost of patient and digital solutions $ 6,015  $ 4,795  $ 11,969  $ 9,222 
Research and development expenses reconciliation:
GAAP research and development expenses $ 20,478  $ 22,632  $ 44,835  $ 44,512 
Stock-based compensation expense (1,704) (2,323) (3,666) (4,513)
Restructuring costs (245) —  (245) — 
Non-GAAP research and development expenses $ 18,529  $ 20,309  $ 40,924  $ 39,999 
Sales and marketing expenses reconciliation:
GAAP sales and marketing expenses $ 22,178  $ 26,950  $ 45,409  $ 50,098 
Stock-based compensation expense (2,779) (3,907) (6,516) (7,030)
Acquisition related-amortization of purchased intangibles (606) (543) (1,201) (1,148)
Restructuring costs (548) —  (548) — 
Non-GAAP sales and marketing expenses $ 18,245  $ 22,500  $ 37,144  $ 41,920 
General and administrative expenses reconciliation:
GAAP general and administrative expenses $ 29,368  $ 25,232  $ 57,400  $ 51,791 
Stock-based compensation expense (7,084) (5,004) (13,898) (9,986)
Change in estimated fair value of contingent consideration (67) (500) (488) (564)
Acquisition related fees and expenses —  (186) (284) (329)
Restructuring costs and charges (41) —  (99) — 
Non-GAAP general and administrative expenses $ 22,176  $ 19,542  $ 42,631  $ 40,912 
Total other income (expense) reconciliation:
GAAP other income (expense), net $ 2,603  $ (27) $ 3,302  $ (634)
Unrealized (gain) loss on long-term marketable equity securities (53) (21) 857  486 
Asset impairments and write-downs —  —  1,000  — 
Other charges (income) (11) 28  17 
Non-GAAP other income (expense), net $ 2,557  $ (59) $ 5,187  $ (131)
Income tax benefit (expense) reconciliation:
GAAP income tax benefit (expense) $ 68  $ 49  $ (56) $ 61 
Tax effect related to amortization of purchased intangibles (100) (107) (201) (220)
Non-GAAP income tax expense $ (32) $ (58) $ (257) $ (159)




CareDx, Inc.
Reconciliation of GAAP to Non-GAAP Gross Profit and Gross Margin
(Unaudited)
(In thousands, except percentages)

Three Months Ended June 30, Six Months Ended June 30,
2023 2022 2023 2022
Total revenue $ 70,301  $ 80,634  $ 147,563  $ 160,050 
GAAP cost of sales 25,901  27,539  51,867  54,421 
GAAP gross profit 44,400  53,095  95,696  105,629 
Stock-based compensation expense 1,133  1,359  2,374  1,698 
Restructuring costs 14  —  14  — 
Acquisition related-amortization of purchased intangibles 1,000  1,002  1,995  2,020 
Non-GAAP gross profit $ 46,547  $ 55,456  $ 100,079  $ 109,347 
Non-GAAP gross margin % 66  % 69  % 68  % 68  %




CareDx, Inc.
Reconciliation of GAAP to Non-GAAP Financial Measures
(Unaudited)
(In thousands, except share and per share data)
Three Months Ended June 30, Six Months Ended June 30,
2023 2022 2023 2022
GAAP net loss $ (24,953) $ (21,697) $ (48,702) $ (41,345)
Stock-based compensation expense 12,700  12,593  26,454  23,227 
Asset impairments and write-downs —  —  1,000  — 
Unrealized (gain) loss on long-term marketable equity securities (53) (21) 857  486 
Acquisition related-amortization of purchased intangibles 1,606  1,545  3,196  3,168 
Acquisition related fees and expenses —  186  284  329 
Change in estimated fair value of contingent consideration 67  500  488  564 
Restructuring costs and charges 848  —  906  — 
Tax effect related to amortization of purchased intangibles (100) (107) (201) (220)
Other charges (income) (11) 28  17 
Non-GAAP net loss $ (9,878) $ (7,012) $ (15,690) $ (13,774)
GAAP basic and diluted net loss per share $ (0.46) $ (0.41) $ (0.91) $ (0.78)
Non-GAAP basic net loss per share $ (0.18) $ (0.13) $ (0.29) $ (0.26)
Non-GAAP diluted net loss per share $ (0.18) $ (0.13) $ (0.29) $ (0.26)
Shares used in computing non-GAAP basic net loss per share 53,846,260  53,249,545  53,745,299  53,133,149 
Shares used in computing non-GAAP diluted net loss per share 53,846,260  53,249,545  53,745,299  53,133,149 

































CareDx, Inc.
Reconciliation of Non-GAAP to Adjusted EBITDA
(Unaudited)
(In thousands)
Three Months Ended June 30, Six Months Ended June 30,
2023 2022 2023 2022
Non-GAAP net loss $ (9,878) $ (7,012) $ (15,690) $ (13,774)
Interest income (2,871) (478) (5,537) (667)
Income tax benefit (expense) 68  58  (56) 159 
Depreciation expense 2,052  1,162  3,860  2,102 
Other expense, net 279  537  664  798 
Adjusted EBITDA $ (10,350) $ (5,733) $ (16,759) $ (11,382)

















































CareDx, Inc.
Reconciliation of GAAP Revenue to Adjusted Revenue
(Unaudited)
(In thousands)

Three Months Ended June 30, 2023
Testing Services Total Revenue
GAAP revenue $ 53,414  $ 70,301 
Recognized AlloSure Kidney Medicare claims (7,771) (7,771)
Total adjusted revenue $ 45,643  $ 62,530 







CareDx, Inc.

Media Relations
Anna Czene
818-731-2203
aczene@caredx.com

Investor Relations
Greg Chodaczek
investor@caredx.com