COMMITMENTS AND CONTINGENCIES

12 Months Ended

Dec. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

Leases

The components of lease expense were as follows:


	Year Ended December 31,
(In thousands)	2023		2022		2021
Finance lease cost
Amortization of right-of-use assets	$	3,845	$	4,612	$	5,731
Interest on lease liabilities	800		808		1,018
Operating lease cost	36,576		36,291		31,730
Short-term lease cost	750		476		628
Variable lease cost	8,449		7,985		5,212
Total lease Cost	$	50,420	$	50,172	$	44,319

Supplemental disclosure of cash flow information related to the Company's cash and non-cash activities with its leases are as follows:


	Year Ended December 31,
(In thousands)	2023			2022			2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	39,301		$	33,448		$	27,461
Operating cash flows from finance leases	783			699			938
Finance cash flows from finance leases	3,569			4,345			5,290
Non-cash investing and financing activities:
Right-of-use assets obtained in exchange for new operating lease liabilities (1)	4,986			24,572			74,369
Right-of-use assets obtained in exchange for new finance lease liabilities	5,443			11,276			5,460
Weighted-average remaining lease term - operating leases (in years)	6.87			7.43			8.33
Weighted-average remaining lease term - finance leases (in years)	2.80			3.27			2.95
Weighted-average discount rate - operating leases	6.59		%	6.37		%	6.11		%
Weighted-average discount rate - finance leases	7.43		%	6.60		%	5.36		%

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(1) This includes an insignificant amount of right-of-use assets acquired as part of the business combinations described in Note 18 for the years ended December 31, 2023 and 2022, and $39.6 million for the year ended December 31, 2021.

As of December 31, 2023 and 2022, the Company’s right-of-use assets from operating leases are $143.7 million and $167.0 million, respectively, which are reported in operating lease right-of-use assets in the Company’s consolidated balance sheets. As of December 31, 2023, the Company has outstanding operating lease obligations of $190.4 million, of which $29.4 million is reported in operating lease liabilities, current portion and $161.1 million is reported in operating lease liabilities, less current portion in the Company’s consolidated balance sheets. As of December 31, 2022, the Company had outstanding operating lease obligations of $210.8 million, of which $28.4 million is reported in operating lease liabilities, current portion and $182.4 million is reported in operating lease liabilities, less current portion in the Company’s consolidated balance sheets.

As of December 31, 2023 and 2022, the Company’s right-of-use assets from finance leases are $11.3 million and $10.2 million, respectively, which are reported in other long-term assets, net in the Company’s consolidated balance sheets. As of December 31, 2023, the Company has outstanding finance lease obligations of $11.9 million, of which $4.4 million is reported in other current liabilities and $7.5 million is reported in other long-term liabilities in the Company’s consolidated balance sheets. As of December 31, 2022, the Company had outstanding finance lease obligations of $10.6 million, of which $3.2 million is reported in other current liabilities and $7.4 million is reported in other long-term liabilities in the Company’s consolidated balance sheets.

Maturities of operating lease liabilities on an annual basis as of December 31, 2023 were as follows:


(In thousands)
2024	$	39,476
2025	36,660
2026	34,851
2027	34,226
2028	27,901
Thereafter	66,634
Total minimum lease payments	239,748
Imputed interest	(49,299)
Total	$	190,449

Maturities of finance lease liabilities on an annual basis as of December 31, 2023 were as follows (amounts in thousands):


(In thousands)
2024	$	5,044
2025	4,552
2026	2,797
2027	827
2028	—
Thereafter	—
Total minimum lease payments	13,220
Imputed interest	(1,279)
Total	$	11,941

Legal Matters

The Company accrues costs for certain legal proceedings and regulatory matters to the extent that it determines an unfavorable outcome is probable and the amount of the loss can be reasonably estimated. While such accrued costs reflect the Company’s best estimate of the probable loss for such matters, the recorded amounts may differ materially from the actual amount of any such losses. In some cases, no estimate of the possible loss or range of loss in excess of amounts accrued, if any, can be made because of the inherently unpredictable nature of legal and regulatory proceedings, which may be exacerbated by various factors, including but not limited to, that they may involve indeterminate claims for monetary damages or may involve fines, penalties or punitive damages; present novel legal theories or legal uncertainties; involve disputed facts; represent a shift in regulatory policy; involve a large number of parties, claimants or regulatory bodies; are in the early stages of the proceedings; involve a number of separate proceedings and/or a wide range of potential outcomes; or result in a change of business practices.

As of the date of this Annual Report on Form 10-K, amounts accrued for legal proceedings and regulatory matters were not significant except for the amounts accrued related to the matters discussed below. However, it is possible that in a particular quarter or annual period the Company’s financial condition, results of operations, cash flow and/or liquidity could be materially adversely affected by an ultimate unfavorable resolution of, or development in, legal and/or regulatory proceedings, including as described below. Except for the proceedings discussed below, the Company believes that the ultimate outcome of any of the regulatory and legal proceedings that are currently pending against it should not have a material adverse effect on financial condition, results of operations, cash flow or liquidity.

DOS Rule Matter

In September 2023, the Company’s wholly owned subsidiary Genomic Health, Inc., which was acquired in November 2019, entered into a settlement agreement with the United States of America, acting through the Department of Justice (“DOJ”) and on behalf of the Office of Inspector General of the Department of Health and Human Services, and two qui tam relators to resolve the previously disclosed civil investigation concerning Genomic Health’s compliance with the Medicare Date of Service billing regulations (the “DOS Rule Matter”). Genomic Health entered into the settlement agreement to avoid the delay, uncertainty and expense of protracted litigation. The settlement agreement contains no admission of liability by Genomic Health.

Under the terms of the settlement agreement, the Company made a payment of $32.5 million in September 2023, of which $22.4 million and $10.1 million is included in general and administrative expenses in the Company’s consolidated statements of operations for the years ended December 31, 2023 and 2021, respectively. Following the United States’ receipt of the settlement payment, the Company was released from any civil or administrative monetary claims under the civil False Claims Act and other specified civil statutes and common law theories of liability concerning the conduct identified in the settlement agreement.

On September 29, 2023, the United States District Court for the Eastern District of New York unsealed two qui tam actions filed under the False Claims Act involving the DOS Rule Matter, and on October 2, 2023, those two actions were dismissed with prejudice pursuant to the terms of the settlement agreement.

Gift Card Matter

In September 2023, the Company entered into a settlement agreement to resolve the previously disclosed False Claims Act qui tam suit that alleged a violation of the Federal Anti-Kickback Statute and False Claims Act for offering gift cards to patients in exchange for returning the Cologuard screening test (the “Qui Tam Suit”). In accordance with the settlement agreement, the Company made payment of $13.8 million plus legal fees in October 2023, which is included in general and administrative expenses in the Company's consolidated statement of operations for the year ended December 31, 2023. Following payment of the settlement amount, the Company was released from any civil or administrative monetary claims under the civil False Claims Act and other specified civil statutes and common law theories of liability concerning the conduct identified in the settlement agreement. On November 1, 2023, the court dismissed the qui tam suit with prejudice pursuant to the terms of the settlement agreement.