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You should read the following discussion and analysis of our financial condition
and results of operations together with the unaudited financial statements and
related notes included elsewhere in this Quarterly Report on Form 10-Q. This
discussion and other parts of this Quarterly Report on Form 10-Q contain
forward-looking statements that involve risks and uncertainties, such as
statements of our plans, objectives, expectations and intentions. Our actual
results could differ materially from those discussed in these forward-looking
statements. Factors that could cause or contribute to such differences include,
but are not limited to, those discussed in the section of this Quarterly Report
on Form 10-Q entitled "Risk Factors".

Insight

We are a digital healthcare company redefining the way cardiac arrhythmias are
clinically diagnosed by combining our wearable biosensing technology with
cloud-based data analytics and deep-learning capabilities. Our goal is to be the
leading provider of ambulatory electrocardiogram ("ECG") monitoring for patients
at risk for arrhythmias. We have created a full portfolio of ambulatory cardiac
monitoring services on a unique platform, called the Zio service, which combines
an easy-to-wear and unobtrusive biosensor that can be worn for up to 14
consecutive days with powerful proprietary algorithms that distill data from
millions of heartbeats into clinically actionable information. The Zio service
consists of:

• wearable patch-based biosensors, Zio XT and Zio AT monitors, which continuously record and store each patient’s heart rhythm ECG data for up to 14 consecutive days; Zio AT offers the option of fast, sensing-based data transmission during the prescribed wear period;

• Cloud-based analysis of recorded heart rhythms using our proprietary deep-learned algorithms;

•a final data quality assessment review by our certified cardiograph technicians; and

•An easy-to-read Zio Report, an organized summary of results that includes high-quality, clinically actionable information that is sent directly to a patient’s physician via ZioSuite and can be integrated into a patient’s electronic health record.

We receive revenue for the Zio service primarily from third-party payors, which
include commercial payors and government agencies, such as CMS, Veterans
Administration, and the military. In addition, a small percentage of
institutions, which are typically hospitals or private physician practices,
purchase the Zio service from us directly. Our revenue in the third-party
commercial payor category is primarily contracted, which means we have entered
into pricing contracts with these payors. Third-party contracted payors
accounted for approximately 56% and 63% of our revenue for the three months
ended March 31, 2022 and 2021, respectively. Approximately 22% and 14% of our
total revenue for the three months ended March 31, 2022 and 2021, respectively,
is received from Centers for Medicare and Medicaid Services ("CMS"), which is
under established reimbursement codes. Healthcare institutions, which are
typically hospitals or private physician practices accounted for approximately
16% and 17% of our revenue for each of the three months ended March 31, 2022 and
2021, respectively. Non-contracted third party payors and self-pay accounted for
6% and 7% of our total revenue for the three months ended March 31, 2022 and
March 31, 2021, respectively. We rely on a third-party billing partner, XIFIN,
Inc., to submit patient claims and collect from commercial payors, certain
government agencies, and patients.

Since our Zio service was cleared by the U.S. Food and Drug Administration
("FDA"), we have provided the Zio service to over four million patients and have
collected over one billion hours of curated heartbeat data. We believe the Zio
service is well-positioned to penetrate an already-established approximately
$2.0 billion U.S. ambulatory cardiac monitoring market by offering a
user-friendly device to patients, actionable information to physicians and value
to payors.

  We market our ambulatory cardiac monitoring solution in the United States
through a direct sales organization comprised of sales management, field billing
specialists, quota-carrying sales representatives, and a customer service team.
Our sales representatives focus on initial introduction into new customers,
penetration across a sales region, driving adoption within existing accounts and
conveying our message of clinical and economic value to service line managers
and hospital administrators and other clinical departments. In addition, we will
continue exploring sales and marketing expansion opportunities in international
geographies.


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Impact of COVID-19

Beginning in mid-March 2020we experienced a decline in patient enrollment levels in the Zio service, which impacted our revenue in the years ended
December 31, 2021 and 2020. This decline in revenue is due to a variety of challenges associated with the COVID-19 pandemic in United Statesincluding, among others:

•a reduction in physician prescriptions for our Zio service due to:
•a reduction in diagnostic testing outside of those tests related to severe
respiratory distress;
•reduction in the hours of most physicians' offices;
•physicians and hospitals prioritizing the treatment of critically ill patients;
and
•patient reluctance to visit physicians or hospitals for fear of contracting
COVID-19;

• the cancellation and reduction of physician attendance at professional medical society meetings and trade shows and our decision not to attend;

•travel restrictions and changing hospital policies that have limited access of
our sales professionals to hospitals where the Zio services are prescribed and
where patients have historically been enrolled;

• delays in patients receiving Zio XT, with some patients not returning the device at all; and

•patients who have lost jobs, been furloughed, have reduced work hours or are
worried about the continuation of medical insurance being unable to afford the
Zio service.

As of March 31, 2022, we re-opened our offices for use and certain groups of
employees have begun returning to work in our offices across the United States.
Appropriate social distancing techniques and other measures at our facilities
have been implemented for the employees who have returned to work.

While hospital systems and healthcare facilities shift their focus and resources
to treating COVID-19 patients and combating the spread of the coronavirus, we
have adapted our service to meet the immediate needs of physicians, customers,
and patients and significantly increased the utilization of our home enrollment
service which allows patients to receive and wear the single-use Zio device
without going to a healthcare facility.

Our remote work arrangements resulting from the COVID-19 pandemic and subsequent
decision to pursue a sublease for our San Francisco headquarters caused us to
recognize an impairment on our right of use asset and related leasehold
improvements and furniture and fixtures and we believe we may incur additional
impairment charges related to our real property lease agreements.

Components of operating results

Revenue

The majority of our revenue is derived from provision of our Zio service to
customers in the United States. We earn revenue from the provision of our Zio
service primarily from contracted third-party payors, CMS and healthcare
institutions. In addition, a small percentage of institutions, which are
typically hospitals or private physician practices, purchase the Zio service
from us directly, and a very small percentage of commercial non-contracted
payors.

We recognize revenue on an accrual basis based on estimates of the amount that
will ultimately be realized, which is the difference between the amount
submitted for payment and the amount received. These estimates require
significant judgment by management. In determining the amount to accrue for a
delivered report, and Zio service provided, we consider factors such as claim
payment history from both payors and patient out-of-pocket costs, payor
coverage, whether there is a contract between the payor or healthcare
institution and the Company, historical amount received for the service, and any
current developments or changes that could impact reimbursement and healthcare
institution payments.

We are subject to seasonality similar to other companies in our field, as
vacations by physicians and patients tend to affect enrollment in the Zio
service more during the summer months and during the end of calendar year
holidays compared to other times of the year. Revenue may be impacted by the
outcome of adjudications with contracted and non-contracted payors, as well as
changes in the CMS reimbursement rates. Clinical capacity limitations may also
restrict our ability to complete the performance obligations to achieve revenue
recognition.
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Revenue Cost and Gross Margin

Cost of revenue includes direct labor, material costs, equipment and
infrastructure expenses, device scrap and loss, amortization of internal-use
software, allocated overhead, and shipping and handling. Direct labor includes
payroll and personnel-related costs including stock-based compensation involved
in manufacturing, clinical data curation, and customer service. Material costs
include both the disposable materials costs of the Zio monitors and amortization
of the reusable printed circuit board assemblies ("PCBAs"). Each Zio XT monitor
includes a PCBA, and each Zio AT monitor includes a PCBA and gateway board, the
cost of which is amortized over the anticipated number of uses of the board. We
expect the cost of revenue to increase in absolute dollars as our revenue
increases due to increased direct labor, direct materials, and variable
spending, partially offset by economies of scale in relation to fixed costs such
as overhead, depreciation and amortization, and facilities costs.


We calculate gross margin as gross profit divided by revenue. Our gross margin
has been and will continue to be affected by a variety of factors, including
increased contracting with third-party payors and institutional providers. We
have in the past been able to increase our pricing as third-party payors become
more familiar with the benefits of the Zio service and move to contracted
pricing arrangements. We expect to continue to decrease the cost of revenue per
device by obtaining volume purchase discounts for our material costs,
implementing scan-time algorithm and process improvements, automating
manufacturing assembly and packaging, and software-driven and other workflow
enhancements to reduce labor costs. These decreases have been offset by
increases to materials and electronics components pricing, labor rates, shipping
rates, depreciation and amortization of investments, and increases in the
general level of inflation.

Although a large majority of our commercial customers have renewed their
contracts for the Zio XT service since the establishment of the Category I codes
on January 1, 2021 matching to pre-existing rates, if we are unsuccessful in
improving the Medicare rates, we believe that commercial rates may begin to be
more negatively impacted, which would have a negative impact on our gross
margins.

Research and development costs

We expense research and development costs as they are incurred. Research and
development expenses include payroll and personnel-related costs, including
stock-based compensation, consulting services, clinical studies, laboratory
supplies and allocated facility overhead costs. We expect our research and
development costs to increase in absolute dollars as we hire additional
personnel to develop new product and service offerings, product enhancements and
clinical evidence.

Selling, general and administrative expenses

Our sales and marketing expenses consist of payroll and personnel-related costs,
including stock-based compensation, sales commissions, travel expenses,
consulting, public relations costs, direct marketing, tradeshow and promotional
expenses and allocated facility overhead costs.

Our general and administrative expenses consist primarily of payroll and
personnel-related costs for executive, finance, legal and administrative
personnel, including stock-based compensation. Other significant expenses
include professional fees for legal and accounting services, consulting fees,
recruiting fees, bad debt expense, third-party patient claims processing fees
and travel expenses.

Impairment and restructuring charges

Our impairment and restructuring expenses consist of impairment charges on our
San Francisco right-of-use asset and severance charges in connection with our
2022 restructuring plan.

Interest Expense

Interest expense is attributable to borrowings under our loan agreements. See Note 8. Debt, for more information on our loan agreements.

Other income, net

Other income, net, mainly includes interest income which consists of interest received on our cash equivalents and investments.

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Operating results

Comparison of the three months ended March 31, 2022 and 2021

                                                         Three Months Ended March 31,
                                                            2022                  2021             $ Change             % Change
Revenue                                              $       92,378           $  74,311          $  18,067                      24  %
Cost of revenue                                              30,619              23,458              7,161                      31  %
Gross profit                                                 61,759              50,853             10,906                      21  %
Gross margin                                                     67   %              68  %
Operating expenses:
Research and development                                     10,542               8,510              2,032                      24  %
Selling, general and administrative                          73,158              69,813              3,345                       5  %
Impairment and restructuring charges                         26,608                   -             26,608                       -
Total operating expenses                                    110,308              78,323             31,985                      41  %
Loss from operations                                        (48,549)            (27,470)           (21,079)                     77  %
Interest expense                                             (2,029)               (335)            (1,694)                    506  %
Other income, net                                                16                 124               (108)                    (87) %
Loss before income taxes                                    (50,562)            (27,681)           (22,881)                     83  %
Income tax provision                                             47                  98                (51)                    (52) %
Net loss                                             $      (50,609)          $ (27,779)         $ (22,830)                     82  %


Revenue
Revenue increased $18.1 million, or 24%, to $92.4 million during the three
months ended March 31, 2022 from $74.3 million during the three months ended
March 31, 2021. The increase in revenue was primarily attributable to the
increase in volume of the Zio services as a result of increased demand from our
customers and in improved CMS reimbursement rates. Revenue was also impacted by
improvements in adjudication performance with contracted and non-contracted
payors.

Revenue Cost and Gross Margin

Cost of revenue increased $7.2 million, or 31%, to $30.6 million during the
three months ended March 31, 2022 from $23.5 million during the three months
ended March 31, 2021. The increase in cost of revenue was primarily due to
increased Zio service volume, and an increase in costs resulting from capacity
limitations associated with clinical operations.

Gross margin for the three months ended March 31, 2022 was 67%, compared to 68%
for the three months ended March 31, 2021. The decrease in gross margin is
primarily due to increased costs associated with capacity constraints, with
limited impact of higher Zio AT volumes and COVID-related labor costs, offset by
volume benefit and increase in average selling price.

Research and development costs

Research and development expenses increased $2.0 million, or 24%, to $10.5
million during the three months ended March 31, 2022 from $8.5 million during
the three months ended March 31, 2021. The increase was primarily attributable
to a $3.4 million increase in compensation expense, partially offset by a $1.4
million reduction of expense due to an increase in costs capitalized to internal
use software.

Selling, general and administrative expenses

Selling, general and administrative expenses increased $3.3 million, or 5%, to
$73.2 million during the three months ended March 31, 2022 from $69.8 million
during the three months ended March 31, 2021. The increase was due to a $8.0
million increase in compensation costs as a result of increased headcount and
corporate bonus, an increase in bad debt expense of $1.3 million, partially
offset by a $6.0 million decrease in stock based compensation expense.
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Impairment and restructuring charges

In February 2022, our board of directors (the "Board") approved reducing our
leased space for our headquarters in San Francisco, California. As a result, we
recognized impairment of our right of use asset and related leasehold
improvements and furniture and fixtures in the amount of $23.2 million.

In February 2022, the board approved a restructuring plan to allow the Company
to effectively and efficiently scale its business. The 2022 Restructuring Plan
resulted in severance and other employment related costs. We recorded $3.4
million in charges under the 2022 Restructuring plan during the three months
ended March 31, 2022.

Interest Expense
Interest expense was $2.0 million for the three months ended March 31, 2022,
compared to $0.3 million for the three months ended March 31, 2021. The increase
was due to additional financing fees of $1.75 million related to our term loan
paid in the three months ended March 31, 2022, compared with the three months
ended March 31, 2021.

Other Income, Net

Other income, net was immaterial for the three months ended March 31, 2022 and
2021. There were no significant changes in other income, net during the three
months ended March 31, 2022, compared with the three months ended March 31,
2021.

Cash and capital expenditure

Insight

We are continuously reviewing our liquidity and anticipated capital requirements
in light of the significant uncertainty created by the COVID-19 global pandemic.
We believe we will have adequate liquidity over the next twelve months to
operate our business and to meet our cash requirements.

From March 31, 2022we had cash and cash equivalents of $94.8 millionshort-term investments of $114.0 millionand a cumulative deficit of $456.7 million. In addition, we have term loan facilities of $40.0 million and a revolving line of credit of $25.0 million available.

Our expected future capital requirements may depend on many factors including
expanding our customer base, the expansion of our salesforce, and the timing and
extent of spending on the development of our technology to increase our product
offerings. We expect the next Verily milestone to be met in 2023. Additionally,
we will complete the build out of our new manufacturing facility and our new
Deerfield Illinois facility in the first half of 2022.

If we raise additional funds by issuing equity securities, our stockholders may
experience dilution. Any future debt financing into which we enter may impose
upon us additional covenants that restrict our operations, including limitations
on our ability to incur liens or additional debt, pay dividends, repurchase our
common stock, make certain investments and engage in certain merger,
consolidation or asset sale transactions. Any debt financing or additional
equity that we raise may contain terms that are not favorable to us or our
stockholders.


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Cash flow

The following table summarizes our cash flows for the periods indicated (in
thousands):

                                                   Three months ended March 31,
                                                       2022                   2021
Net cash (used in) provided by:
Operating activities                        $       (38,885)               $ (41,842)
Investing activities                                 (8,527)                 117,035
Financing activities                                 14,636                  (26,446)
Net increase in cash and cash equivalents   $       (32,776)               

$48,747

Cash flows used in operating activities

During the three months ended March 31, 2022, cash used in operating activities
was $38.9 million, which consisted of a net loss of $50.6 million, adjusted by
non-cash charges of $61.2 million and a net change of $49.5 million in our net
operating assets and liabilities. The non-cash charges were primarily comprised
of impairment charges of $23.2 million, stock-based compensation expense of
$13.9 million, allowance for doubtful accounts and contractual allowances of
$14.0 million, depreciation and amortization of $3.1 million and amortization of
right of use assets of $6.5 million. The change in our net operating assets and
liabilities was primarily due to an increase of $22.9 million in accounts
receivable, an increase of $2.4 million in inventory, a decrease of $9.4 million
in accrued liabilities, an increase of $5.3 million in accounts payable and a
decrease of $6.2 million in operating lease liability.

The number of claims from the first half of 2021 which contained differences
between the submitted price and reimbursement and overall denials increased
significantly compared to our historical experience as a result of CPT code
transition issues with the payors. We continue to work with the payors to
collect on these claims and the collection cycle for these claims is
significantly longer than usual. While we believe we have properly estimated the
impact to our contractual allowances and allowance for doubtful accounts, the
inherent uncertainty caused by longer collection cycle and claims adjudication
process could result in additional provisions for contractual allowances and
doubtful accounts which would negatively impact our results of operations in
future periods. As of March 31, 2022, uncollected claims as a result of the CPT
code transition were $12.9 million. We believe we have adequate balance sheet
liquidity to manage through these delays

During the three months ended March 31, 2021, cash used in operating activities
was $41.8 million, which consisted of a net loss of $27.8 million, adjusted by
non-cash charges of $34.1 million and a net change of $48.2 million in our net
operating assets and liabilities. The non-cash charges were primarily comprised
of a change in stock-based compensation of $20.2 million, allowance for doubtful
accounts and contractual allowances of $9.8 million, depreciation and
amortization of $2.0 million and amortization of right of use assets of $1.6
million. The change in our net operating assets and liabilities was primarily
due to an increase of $39.8 million in accounts receivable, a decrease of $6.1
million in accrued liabilities, a decrease of $0.7 million in accounts payable
and a decrease of $1.4 million in operating lease liability.

Cash from investing activities

Cash used in investing activities during the three months ended March 31, 2022
was $8.5 million, which primarily consisted of $46.0 million in purchases of
available for sale investments and $5.6 million of capital expenditures,
partially offset by cash received from the maturities of available for sale
investments of $28.0 million, and sales of available for sale investments of
$15.0 million.

Cash provided by investing activities during the three months ended March 31,
2021 was $117.0 million, which consisted of cash received from the maturities of
available for sale investments of $151.3 million, partially offset by $30.1
million in purchases of available for sale investments and $4.2 million of
capital expenditures.
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Cash used in financing activities

During the three months ended March 31, 2022, cash provided by financing
activities was $14.6 million, primarily due $35.0 million in proceeds received
from the closing of our Second Amendment to our SVB Loan Agreement, partially
offset by $21.4 million of repayment of the outstanding balance under the
existing SVB term loan.

During the three months ended March 31, 2021, cash used in financing activities
was $26.4 million, primarily due to $25.1 million in tax withholding upon the
vesting of RSUs. This practice has been updated to require employees to sell
shares to cover tax liabilities. In addition, cash used in financing activities
was due to repayment of debt of $2.9 million, partially offset by $1.6 million
in proceeds from the issuance of common stock in connection with employee
options exercises and our Employee Stock Purchase Plan.

Bank debt

In October 2018, we entered into a Third Amended and Restated Loan and Security
Agreement with SVB ("SVB Loan Agreement"). Under the SVB Loan Agreement, we had
borrowed $35.0 million and had made repayments through March 2022 at which time
the outstanding balance was $18.5 million.

On March 28, 2022, we entered into a Second Amendment ("2022 Amendment") to the
SVB Loan Agreement which provided for a term loan facility in the aggregate
principal amount of up to $75.0 million (the "2022 Term Loans"), of which $35.0
million aggregate principal amount was borrowed at closing and a portion of the
proceeds of which were used to pay in full the outstanding balance of $18.5
million of the SVB Loan Agreement. The remaining $40.0 million of 2022 Term
Loans may be borrowed from time to time at our option, in increments of at least
$10.0 million, through December 31, 2023. We will pay interest only on the 2022
Term Loans until April 1, 2025, when we shall commence repaying the 2022 Term
Loans in 24 equal consecutive monthly installments, with all obligations under
the 2022 Term Loans maturing on March 1, 2027. Interest charged on the 2022 Term
Loans accrues at a floating per annum rate equal to the greater of (A) the Prime
Rate plus 0.25% and (B) 3.50%. We are also required to pay fees on any
prepayment of the 2022 Term Loans, ranging from 3.0% to 1.0% depending on the
date of prepayment, and a final payment equal to 5.0% of the principal amount of
the 2022 Term Loans made. Once repaid or prepaid, the 2022 Term Loans may not be
reborrowed.

The 2022 Amendment also amended the terms of the revolving credit line under the
SVB Loan Agreement, which provided for an aggregate principal amount of $25.0
million, to (i) extend the maturity date from August 1, 2023 to March 1, 2027,
(ii) increase the letters of credit sublimit to $15.0 million and (iii) increase
the cash management services sublimit to $15.0 million. Interest charged on the
principal amount outstanding under the revolving credit line shall accrue at a
floating per annum rate equal to the greater of (A) the Prime Rate plus 0.25%
and (B) 3.50%. We are required to pay an annual fee equal to 0.15% of the
revolving credit line. As of March 31, 2022, no loans were outstanding under the
revolving credit line.

Off-balance sheet arrangements

We have no off-balance sheet arrangements and do not hold any interests in variable interest entities.

Contractual obligations

Our contractual obligations from December 31, 2021 are set forth in our Form 10-K filed with the SECOND on February 28, 2022. There have been no material changes.

Significant Accounting Policies and Estimates

For a complete description of what we believe to be the critical accounting
policies and estimates used in the preparation of our Unaudited Condensed
Consolidated Financial Statements, refer to our Annual Report on Form 10-K for
the year ended December 31, 2021 ("Annual Report"). Refer to Note 2. Summary of
Significant Accounting Policies, in the Notes to Unaudited Condensed
Consolidated Financial Statements in Item 1 of Part I of this Quarterly Report
on Form 10-Q, for all significant accounting policies. There have been no
significant changes to our critical accounting policies as described in our
Annual Report.

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