Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Oct. 27, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 0-26642 | |
Entity Registrant Name | MYRIAD GENETICS, INC. | |
Entity Central Index Key | 0000899923 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 87-0494517 | |
Entity Address, Address Line One | 320 Wakara Way | |
Entity Address, City or Town | Salt Lake City | |
Entity Address, State or Province | UT | |
Entity Address, Postal Zip Code | 84108 | |
City Area Code | 801 | |
Local Phone Number | 584-3600 | |
Title of 12(b) Security | Common Stock, $0.01 par value | |
Trading Symbol | MYGN | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 79,854,649 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 295.2 | $ 117 |
Marketable investment securities | 70.9 | 33.7 |
Trade accounts receivable | 93.6 | 89.5 |
Inventory | 18.6 | 27.1 |
Prepaid taxes | 0.4 | 108.4 |
Prepaid expenses and other current assets | 20.2 | 13.7 |
Total current assets | 498.9 | 389.4 |
Operating lease right-of-use assets | 83.6 | 59.7 |
Long-term marketable investment securities | 47.5 | 21 |
Property, plant, and equipment, net | 43.4 | 40.7 |
Intangibles, net | 414.8 | 576.5 |
Goodwill | 239.7 | 329.2 |
Other assets | 8 | 2.3 |
Total assets | 1,335.9 | 1,418.8 |
Current liabilities: | ||
Accounts payable | 15.7 | 20.5 |
Accrued liabilities | 163.2 | 79.1 |
Current maturities of operating lease liabilities | 12.8 | 13.6 |
Deferred revenues | 11.5 | 32.7 |
Total current liabilities | 203.2 | 145.9 |
Unrecognized tax benefits | 32 | 30.5 |
Long-term deferred taxes | 40.7 | 71.3 |
Noncurrent operating lease liabilities | 80.7 | 50.6 |
Long-term debt | 0 | 224.8 |
Other long-term liabilities | 10.8 | 14.7 |
Total liabilities | 367.4 | 537.8 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Common stock, 79.7 million and 75.4 million shares outstanding at September 30, 2021 and December 31, 2020, respectively | 0.8 | 0.8 |
Additional paid-in capital | 1,218.8 | 1,109.5 |
Accumulated other comprehensive loss | (4.4) | (2.3) |
Accumulated deficit | (246.6) | (227) |
Total Myriad Genetics, Inc. stockholders’ equity | 968.6 | 881 |
Non-controlling interest | (0.1) | 0 |
Total stockholders' equity | 968.5 | 881 |
Total liabilities and stockholders’ equity | $ 1,335.9 | $ 1,418.8 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - shares shares in Millions | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||||
Common stock, shares outstanding | 79.7 | 75.4 | 75.2 | 74.5 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenues: | ||||
Total revenue | $ 167.3 | $ 145.2 | $ 529.8 | $ 402.4 |
Costs and expenses: | ||||
Research and development expense | 18.8 | 17.6 | 61.4 | 54.7 |
Selling, general, and administrative expense | 180.2 | 124.1 | 460.5 | 364.4 |
Change in the fair value of contingent consideration | 0.4 | (1.1) | 1.7 | (4.5) |
Goodwill and long-lived asset impairment charges | 0 | 0 | 1.8 | 98.4 |
Total costs and expenses | 247.2 | 184.8 | 677.2 | 644 |
Operating loss | (79.9) | (39.6) | (147.4) | (241.6) |
Other income (expense): | ||||
Interest income | 0.2 | 0.4 | 0.6 | 1.7 |
Interest expense | (1.1) | (2.9) | (6.1) | (8.3) |
Other | 120.6 | (1.6) | 139.3 | 14.9 |
Total other income (expense), net | 119.7 | (4.1) | 133.8 | 8.3 |
Income (loss) before income tax | 39.8 | (43.7) | (13.6) | (233.3) |
Income tax expense (benefit) | 15.2 | (28.5) | 6 | (47.4) |
Net income (loss) | 24.6 | (15.2) | (19.6) | (185.9) |
Net loss attributable to non-controlling interest | 0 | 0 | 0 | (0.1) |
Net income (loss) attributable to Myriad Genetics, Inc. stockholders | $ 24.6 | $ (15.2) | $ (19.6) | $ (185.8) |
Net income (loss) per share: | ||||
Basic (in dollars per share) | $ 0.31 | $ (0.20) | $ (0.25) | $ (2.49) |
Diluted (in dollars per share) | $ 0.30 | $ (0.20) | $ (0.25) | $ (2.49) |
Weighted average shares outstanding: | ||||
Basic (shares) | 78.8 | 74.7 | 77.3 | 74.6 |
Diluted (shares) | 81.5 | 74.7 | 77.3 | 74.6 |
Molecular diagnostic testing | ||||
Revenues: | ||||
Total revenue | $ 167.3 | $ 135.7 | $ 505.6 | $ 369.5 |
Costs and expenses: | ||||
Cost of revenue | 47.8 | 39.9 | 139.9 | 115.2 |
Pharmaceutical and clinical services | ||||
Revenues: | ||||
Total revenue | 0 | 9.5 | 24.2 | 32.9 |
Costs and expenses: | ||||
Cost of revenue | $ 0 | $ 4.3 | $ 11.9 | $ 15.8 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) attributable to Myriad Genetics, Inc. stockholders | $ 24.6 | $ (15.2) | $ (19.6) | $ (185.8) |
Unrealized gain (loss) on available-for-sale debt securities, net of tax | (0.2) | (0.2) | (0.5) | 0.5 |
Change in foreign currency translation adjustment, net of tax | (0.2) | 1.8 | (1.6) | 1.1 |
Comprehensive income (loss) | 24.2 | (13.6) | (21.7) | (184.2) |
Comprehensive income (loss) attributable to Myriad Genetics, Inc. stockholders | $ 24.2 | $ (13.6) | $ (21.7) | $ (184.2) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Millions | Total | Common stock | Additional paid-in capital | Accumulated other comprehensive loss | Accumulated deficit | Non-controlling interest |
Beginning balance at Dec. 31, 2019 | $ 1,077.3 | $ 0.7 | $ 1,085.1 | $ (5.3) | $ (3.3) | $ 0.1 |
Issuance of common stock under stock-based compensation plans, net of shares exchanged for withholding tax | 0.2 | 0.2 | ||||
Stock-based payment expense | 7.5 | 7.5 | ||||
Non-controlling interest | (0.1) | (0.1) | ||||
Net income (loss) | (115.2) | (115.2) | ||||
Reclassification out of accumulated other comprehensive loss upon the deconsolidation of a subsidiary | 0.1 | 0.1 | ||||
Other comprehensive income (loss), net of tax | (2.6) | (2.6) | ||||
Ending balance at Mar. 31, 2020 | 967.2 | 0.7 | 1,092.8 | (7.8) | (118.5) | 0 |
Beginning balance at Dec. 31, 2019 | 1,077.3 | 0.7 | 1,085.1 | (5.3) | (3.3) | 0.1 |
Net income (loss) | (185.8) | |||||
Ending balance at Sep. 30, 2020 | 909.3 | 0.8 | 1,101.2 | (3.6) | (189.1) | 0 |
Beginning balance at Mar. 31, 2020 | 967.2 | 0.7 | 1,092.8 | (7.8) | (118.5) | 0 |
Issuance of common stock under stock-based compensation plans, net of shares exchanged for withholding tax | 1.9 | 1.9 | ||||
Stock-based payment expense | 1.9 | 1.9 | ||||
Net income (loss) | (55.4) | (55.4) | ||||
Other comprehensive income (loss), net of tax | 2.6 | 2.6 | ||||
Ending balance at Jun. 30, 2020 | 918.2 | 0.7 | 1,096.6 | (5.2) | (173.9) | 0 |
Issuance of common stock under stock-based compensation plans, net of shares exchanged for withholding tax | (3.7) | 0.1 | (3.8) | |||
Stock-based payment expense | 8.4 | 8.4 | ||||
Net income (loss) | (15.2) | (15.2) | ||||
Other comprehensive income (loss), net of tax | 1.6 | 1.6 | ||||
Ending balance at Sep. 30, 2020 | 909.3 | 0.8 | 1,101.2 | (3.6) | (189.1) | 0 |
Beginning balance at Dec. 31, 2020 | 881 | 0.8 | 1,109.5 | (2.3) | (227) | 0 |
Issuance of common stock under stock-based compensation plans, net of shares exchanged for withholding tax | 26 | 26 | ||||
Stock-based payment expense | 9 | 9 | ||||
Net income (loss) | (39.5) | (39.5) | ||||
Other comprehensive income (loss), net of tax | (1.3) | (1.3) | ||||
Ending balance at Mar. 31, 2021 | 875.2 | 0.8 | 1,144.5 | (3.6) | (266.5) | 0 |
Beginning balance at Dec. 31, 2020 | 881 | 0.8 | 1,109.5 | (2.3) | (227) | 0 |
Net income (loss) | (19.6) | |||||
Ending balance at Sep. 30, 2021 | 968.5 | 0.8 | 1,218.8 | (4.4) | (246.6) | (0.1) |
Beginning balance at Mar. 31, 2021 | 875.2 | 0.8 | 1,144.5 | (3.6) | (266.5) | 0 |
Issuance of common stock under stock-based compensation plans, net of shares exchanged for withholding tax | 23.5 | 23.5 | ||||
Stock-based payment expense | 8.9 | 8.9 | ||||
Non-controlling interest | (0.1) | (0.1) | ||||
Net income (loss) | (4.7) | (4.7) | ||||
Other comprehensive income (loss), net of tax | (0.4) | (0.4) | ||||
Ending balance at Jun. 30, 2021 | 902.4 | 0.8 | 1,176.9 | (4) | (271.2) | (0.1) |
Issuance of common stock under stock-based compensation plans, net of shares exchanged for withholding tax | 31.9 | 31.9 | ||||
Stock-based payment expense | 10 | 10 | ||||
Net income (loss) | 24.6 | 24.6 | ||||
Other comprehensive income (loss), net of tax | (0.4) | (0.4) | ||||
Ending balance at Sep. 30, 2021 | $ 968.5 | $ 0.8 | $ 1,218.8 | $ (4.4) | $ (246.6) | $ (0.1) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income (loss) attributable to Myriad Genetics, Inc. stockholders | $ (19.6) | $ (185.8) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 49.5 | 53.3 |
Non-cash interest expense | 1.3 | 0.4 |
Non-cash lease expense | 9.8 | 9.6 |
Stock-based compensation expense | 27.9 | 17.8 |
Deferred income taxes | (27.8) | (0.6) |
Unrecognized tax benefits | 1.5 | 14.9 |
Change in fair value of contingent consideration | 1.7 | (4.5) |
Loss on inventory | 6.5 | 0 |
Impairment of goodwill and long-lived assets | 1.8 | 98.4 |
Gain on sale of businesses and assets | (162) | (1) |
Changes in assets and liabilities: | ||
Prepaid expenses and other current assets | (6.7) | 5.4 |
Trade accounts receivable | (11.6) | 33.3 |
Inventory | (1.6) | 1.7 |
Prepaid taxes | 108 | (83.2) |
Other assets | (3.6) | (1.2) |
Accounts payable | (4.8) | (2.6) |
Accrued liabilities | 78.2 | 3.1 |
Deferred revenues | (20.4) | 28.5 |
Net cash provided by (used in) operating activities | 28.1 | (12.5) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Capital expenditures | (14.6) | (6.8) |
Proceeds from sale of businesses and assets | 379.1 | 21.3 |
Purchases of marketable investment securities | (101) | (15.8) |
Proceeds from maturities and sales of marketable investment securities | 36.8 | 51.9 |
Net cash provided by investing activities | 300.3 | 50.6 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from common stock issued under stock-based compensation plans | 90 | 2.2 |
Payment of tax withheld for common stock issued under stock-based compensation plans | (8.6) | (3.9) |
Payment of contingent consideration recognized at acquisition | (3.3) | (0.1) |
Fees associated with refinancing of revolving credit facility | (1.2) | (1) |
Repayment of revolving credit facility | (226.4) | 0 |
Net cash used in financing activities | (149.5) | (2.8) |
Effect of foreign exchange rates on cash and cash equivalents | (0.7) | 0.3 |
Change in cash and cash equivalents classified as held for sale | 0 | 1.5 |
Net increase in cash and cash equivalents | 178.2 | 37.1 |
Cash and cash equivalents at beginning of the period | 117 | 81.2 |
Cash and cash equivalents at end of the period | $ 295.2 | $ 118.3 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | BASIS OF PRESENTATION Myriad Genetics, Inc. and its subsidiaries (collectively, the “Company” or “Myriad”) discover and commercialize genetic tests that determine the risk of developing disease, assess the risk of disease progression, and guide treatment decisions across medical specialties where critical genetic insights can significantly improve patient care and lower healthcare costs. The Company's mission and purpose is to advance health and well-being for all, empower individuals with vital genetic insights and enable healthcare providers to better detect, treat and prevent disease. The Company generates revenue by performing molecular diagnostic tests and, prior to the sale of Myriad RBM, Inc. on July 1, 2021 as described in Note 16, by providing pharmaceutical services to the pharmaceutical and biotechnology industries and medical research institutions utilizing its multiplexed immunoassay technology. The Company’s corporate headquarters are located in Salt Lake City, Utah. The accompanying Condensed Consolidated Financial Statements for the Company have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and pursuant to the applicable rules and regulations of the Securities and Exchange Commission (“SEC”). All intercompany accounts and transactions have been eliminated in consolidation. In the opinion of management, the accompanying financial statements contain all adjustments (consisting of normal and recurring accruals) necessary to present fairly all financial statements in accordance with GAAP. The Condensed Consolidated Financial Statements herein should be read in conjunction with the Company’s audited Consolidated Financial Statements and notes thereto included in the Company’s Transition Report on Form 10-K for the transition period ended December 31, 2020 (the “Transition Report on Form 10-K”). The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenue and expenses during the reporting period. Operating results for the three and nine months ended September 30, 2021 may not necessarily be indicative of results to be expected for any other interim period or for the full year. The Company has historically experienced seasonality in its testing business. The volume of testing is negatively impacted by the summer season, which is generally reflected in the quarter ending June 30 and the quarter ending September 30. The quarter ending December 31 is generally strong as the Company sees an increase in volumes from patients who have met their annual insurance deductible. Conversely, the quarter ending March 31 is typically negatively impacted by the annual reset of patient deductibles. Due to the COVID-19 global pandemic, including variants of COVID-19 (“COVID-19”), seasonality may not follow the same pattern as in prior years. Volumes and results of operations were impacted negatively in calendar year 2020 by COVID-19. As such, the Company’s year over year results may not be comparable. Management continues to monitor the impact of COVID-19 on the Company’s financial condition, liquidity, operations, suppliers, industry, and workforce. Given the variants of COVID-19 that have surfaced around the world, the Company is not able to fully estimate the effects of COVID-19 on results of operations, financial condition, or liquidity for future periods. Reclassifications Certain prior period amounts have been reclassified to conform with the current period presentation. The reclassifications have no impact on the total assets, total liabilities, stockholders’ equity, cash flows from operations, or net income (loss) for the period. Recent Accounting Pronouncements Recently Adopted Standards In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). ASU 2019-12 is a new accounting standard to simplify accounting for income taxes and remove, modify, and add to the disclosure requirements of income taxes. The standard is effective for fiscal years beginning after December 15, 2020, with early adoption permitted. This guidance was adopted with no material impact to t he Company's Condensed Consolidated Financial Statements. |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | REVENUE Myriad generates revenue by performing molecular diagnostic testing, and prior to the sale of Myriad RBM, Inc. on July 1, 2021, pharmaceutical services. Molecular diagnostic revenues consists of the following categories (products): Hereditary Cancer (myRisk, BRACAnalysis, BRACAnalysis CDx), Tumor Profiling (myChoice CDx, Prolaris, and EndoPredict), Prenatal (Foresight and Prequel), Pharmacogenomics (GeneSight), Autoimmune (Vectra), and Other. The Company previously provided pharmaceutical services and clinical services prior to the sale of Myriad RBM, Inc. and Privatklinik Dr. Robert Schindlbeck GmbH & Co. KG (the “Clinic”), respectively. Prior to the sale of the Myriad myPath, LLC laboratory in May 2021 and select assets of the Myriad Autoimmune (Vectra) business unit in September 2021, the associated revenue was included within Molecular diagnostic revenues. See Note 16 for a discussion of these divestitures. Revenue is recorded at the estimated amount of consideration to be received. The Company has determined that the communication of test results or the completion of pharmaceutical and clinical services indicates transfer of control for revenue recognition purposes. The following table presents detail regarding the composition of the Company’s total revenue by category and by U.S. versus rest of world (“RoW”): Three months ended September 30, 2021 2020 (in millions) U.S. RoW Total U.S. RoW Total Molecular diagnostic revenues: Hereditary Cancer $ 68.2 $ 11.2 $ 79.4 $ 72.0 $ 8.5 $ 80.5 Tumor Profiling 21.4 11.5 32.9 14.4 2.6 17.0 Prenatal 23.5 0.1 23.6 16.5 0.1 16.6 Pharmacogenomics 24.1 — 24.1 11.9 — 11.9 Autoimmune 7.3 — 7.3 9.1 — 9.1 Other — — — 0.6 — 0.6 Total molecular diagnostic revenue 144.5 22.8 167.3 124.5 11.2 135.7 Pharmaceutical and clinical services revenue — — — 9.5 — 9.5 Total revenue $ 144.5 $ 22.8 $ 167.3 $ 134.0 $ 11.2 $ 145.2 Nine months ended September 30, 2021 2020 (in millions) U.S. RoW Total U.S. RoW Total Molecular diagnostic revenues: Hereditary Cancer $ 207.1 $ 34.4 $ 241.5 $ 188.2 $ 17.4 $ 205.6 Tumor Profiling 63.9 30.5 94.4 33.7 7.5 41.2 Prenatal 76.3 0.4 76.7 53.2 0.3 53.5 Pharmacogenomics 64.3 — 64.3 40.8 — 40.8 Autoimmune 28.2 — 28.2 26.8 — 26.8 Other — 0.5 0.5 1.6 — 1.6 Total molecular diagnostic revenue 439.8 65.8 505.6 344.3 25.2 369.5 Pharmaceutical and clinical services revenue 24.2 — 24.2 29.0 3.9 32.9 Total revenue $ 464.0 $ 65.8 $ 529.8 $ 373.3 $ 29.1 $ 402.4 The Company performs its obligation under a contract with a customer by processing diagnostic tests and communicating the test results to customers, in exchange for consideration from the customer. The Company has the right to bill its customers upon the completion of performance obligations and thus does not record contract assets. Occasionally, customers make payments prior to the Company’s performance of its contractual obligations. When this occurs, the Company records a contract liability as deferred revenue. Included within the Company's deferred revenues are advance Medicare payments. During the fiscal year ended June 30, 2020, the Company received approximately $29.7 million in advance Medicare payments to provide relief from the economic impacts of COVID-19 on the Company. The advanced Medicare payments began being applied against services performed in April 2021 and will continue until the funds previously received are fully earned. A reconciliation of the beginning and ending balances of deferred revenues is shown in the table below: Nine months ended (in millions) 2021 2020 Deferred revenues - beginning balance $ 32.7 $ 3.6 Revenue recognized (30.3) (8.4) Prepayments 10.1 37.1 Divestitures $ (1.0) $ — Deferred revenues - ending balance $ 11.5 $ 32.3 In accordance with ASC Topic 606, Revenue from Contracts with Customers, the Company has elected not to disclose the aggregate amount of the transaction price allocated to remaining performance obligations for its contracts that are one year or less, as the revenue is expected to be recognized within the next year. Furthermore, the Company has elected not to disclose the aggregate amount of the transaction price allocated to remaining performance obligations for its agreements wherein the Company’s right to payment is in an amount that directly corresponds with the value of the Company’s performance to date. In determining the transaction price, the Company includes an estimate of the expected amount of consideration as revenue. The Company applies this method consistently for similar contracts when estimating the effect of any uncertainty on an amount of variable consideration to which it will be entitled. An estimate of transaction price does not include any estimated amount of variable consideration that is constrained. In addition, the Company considers all the information (historical, current, and forecast) that is reasonably available to identify possible consideration amounts. The Company considers the probability of the variable consideration for each possible scenario. The Company also has significant experience with historical discount patterns and uses this experience to estimate transaction prices. The estimate of revenue is affected by assumptions in payor behavior such as changes in payor mix, payor collections, current customer contractual requirements, and experience with collections from third-party payors. When assessing the total consideration for insurance carriers and patients, revenues are further constrained for estimated refunds. The Company reserves certain amounts in Accrued liabilities in the Company’s Condensed Consolidated Balance Sheets in anticipation of requests for refunds of payments made previously by insurance carriers, which are accounted for as reductions in revenues in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). Cash collections for certain diagnostic tests delivered may differ from rates originally estimated, primarily driven by changes in the estimated transaction price due to contractual adjustments, obtaining updated information from payors and patients that was unknown at the time the performance obligation was met, and settlements with third party payors. During the three and nine months ended September 30, 2021, the Company recognized $7.6 million and $16.6 million in revenue, respectively, which resulted in a $0.07 impact and $0.16 impact to earnings per share, respectively, for tests in which the performance obligation of delivering the tests results was met in prior periods. The changes were primarily driven by changes in the estimated transaction price. Additionally, during the three months ended March 31, 2021, the Company recognized $6.8 million of revenue due to expanded coverage for Prolaris, for which revenue was fully constrained in a prior period. The Company applies the practical expedient related to costs to obtain or fulfill a contract since the amortization period for such costs will be one year or less. Accordingly, no costs incurred to obtain or fulfill a contract have been capitalized. The Company also applies the practical expedient for not adjusting revenue recognized for the effects of the time value of money. This practical expedient has been elected because the Company collects very little cash from customers under payment terms and the vast majority of payment terms have a payback period of less than one year. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. Substantially all of the Company’s accounts receivable are with companies in the healthcare industry, U.S. and state governmental agencies that make payments on the customer's behalf, and individuals. The Company does not believe that receivables due from U.S. and state governmental agencies, such as Medicare, represent a credit risk since the related healthcare programs are funded by the U.S. and state governments. The Company only has one payor, Medicare, that represents greater than 10% of its revenues. Revenues received from Medicare represented approximately 17% of total revenue for each of the three and nine months ended September 30, 2021, and 16% and 15% of total revenue for the three and nine months ended September 30, 2020, respectively. Concentrations of credit risk are mitigated due to the number of the Company’s customers as well as their dispersion across many geographic regions. No payor accounted for more than 10% of accounts receivable at September 30, 2021 or December 31, 2020. The Company does not require collateral from its customers. |
Marketable Investment Securitie
Marketable Investment Securities | 9 Months Ended |
Sep. 30, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Marketable Investment Securities | MARKETABLE INVESTMENT SECURITIES The amortized cost, gross unrealized holding gains, gross unrealized holding losses, and fair value for available-for-sale securities by major security type and class of security at September 30, 2021 and December 31, 2020 were as follows: (in millions) Amortized Gross Gross Estimated September 30, 2021 Cash and cash equivalents: Cash $ 208.8 $ — $ — $ 208.8 Cash equivalents 86.4 — — 86.4 Total cash and cash equivalents 295.2 — — 295.2 Available-for-sale: Corporate bonds and notes 90.7 0.2 (0.1) 90.8 Municipal bonds 19.4 0.1 — 19.5 Federal agency issues 2.6 — — 2.6 US government securities 5.5 — — 5.5 Total $ 413.4 $ 0.3 $ (0.1) $ 413.6 (in millions) Amortized Gross Gross Estimated December 31, 2020: Cash and cash equivalents: Cash $ 47.9 $ — $ — $ 47.9 Cash equivalents 69.1 — — 69.1 Total cash and cash equivalents 117.0 — — 117.0 Available-for-sale: Corporate bonds and notes 28.8 0.5 — 29.3 Municipal bonds 9.4 0.2 — 9.6 Federal agency issues 4.0 — — 4.0 US government securities 11.7 0.1 — 11.8 Total $ 170.9 $ 0.8 $ — $ 171.7 Cash, cash equivalents, and maturities of debt securities classified as available-for-sale securities were as follows at September 30, 2021: (in millions) Amortized Estimated Cash $ 208.8 $ 208.8 Cash equivalents 86.4 86.4 Available-for-sale: Due within one year 70.7 70.9 Due after one year through five years 47.5 47.5 Due after five years — — Total $ 413.4 $ 413.6 There were no debt securities classified as available-for-sale in a gross unrealized loss position as of September 30, 2021 or December 31, 2020. Additional information relating to fair value of marketable investment securities can be found in Note 4. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | FAIR VALUE MEASUREMENTS The fair value of the Company’s financial instruments reflects the amounts that the Company estimates it will receive in connection with the sale of an asset or pay in connection with the transfer of a liability in an orderly transaction between market participants at the measurement date (exit price). The fair value hierarchy prioritizes the use of inputs used in valuation techniques into the following three levels: Level 1—quoted prices in active markets for identical assets and liabilities. Level 2—observable inputs other than quoted prices in active markets for identical assets and liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Some of the Company’s marketable securities primarily utilize broker quotes in a non-active market for valuation of these securities. Level 3—unobservable inputs. All of the Company’s financial instruments are valued using quoted prices in active markets or based on other observable inputs. For Level 2 securities, the Company uses a third party pricing service which provides documentation on an ongoing basis that includes, among other things, pricing information with respect to reference data, methodology, inputs summarized by asset class, pricing application and corroborative information. For Level 3 contingent consideration, the Company reassesses the fair value of expected contingent consideration and the corresponding liability each reporting period using the Monte Carlo Method, which is consistent with the initial measurement of the expected earn out liability. This fair value measurement is considered a Level 3 measurement because the Company estimates projections during the expected measurement period of approximately 13.8 years, utilizing various potential pay-out scenarios. Probabilities were applied to each potential scenario and the resulting values were discounted using a rate that considers weighted average cost of capital as well as a specific risk premium associated with the riskiness of the earn-out itself, the related projections, and the overall business. The contingent earn-out liabilities are classified as components of Accrued liabilities and Other long-term liabilities in the Company’s Condensed Consolidated Balance Sheets. Changes to contingent consideration liabilities are reflected in Change in the fair value of contingent consideration in the Company’s Condensed Consolidated Statements of Operations. Changes to the unobservable inputs could have a material impact on the Company’s financial statements. The following table sets forth the fair value of the financial assets and liabilities that the Company re-measures on a regular basis: (in millions) Level 1 Level 2 Level 3 Total September 30, 2021 Money market funds (a) $ 86.4 $ — $ — $ 86.4 Corporate bonds and notes — 90.8 — 90.8 Municipal bonds — 19.5 — 19.5 Federal agency issues — 2.6 — 2.6 US government securities — 5.5 — 5.5 Contingent consideration — — (8.8) (8.8) Total $ 86.4 $ 118.4 $ (8.8) $ 196.0 (a) Money market funds are primarily comprised of exchange traded funds and accrued interest. (in millions) Level 1 Level 2 Level 3 Total December 31, 2020 Money market funds (a) $ 69.1 $ — $ — $ 69.1 Corporate bonds and notes — 29.3 — 29.3 Municipal bonds — 9.6 — 9.6 Federal agency issues — 4.0 — 4.0 US government securities — 11.8 — 11.8 Contingent consideration — — (10.9) (10.9) Total $ 69.1 $ 54.7 $ (10.9) $ 112.9 (a) Money market funds are primarily comprised of exchange traded funds and accrued interest. The following table reconciles the change in the fair value of the contingent consideration during the periods presented: (in millions) Carrying Balance December 31, 2020 $ 10.9 Payment of contingent consideration (3.3) Change in fair value recognized in the income statement 1.7 Translation adjustments recognized in other comprehensive loss (0.5) Ending balance September 30, 2021 $ 8.8 |
Property, Plant and Equipment,
Property, Plant and Equipment, Net | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment, Net | PROPERTY, PLANT AND EQUIPMENT, NET (in millions) September 30, December 31, Leasehold improvements $ 38.1 $ 35.7 Equipment 110.3 117.9 Property, plant and equipment, gross 148.4 153.6 Less accumulated depreciation (105.0) (112.9) Property, plant and equipment, net $ 43.4 $ 40.7 The change in equipment from December 31, 2020 to September 30, 2021 was primarily due to the sales of Myriad RBM, Inc. and select assets of the Myriad Autoimmune business. See Note 16 for additional information on these divestitures. Three months ended Nine months ended (in millions) 2021 2020 2021 2020 Depreciation expense $ 2.6 $ 2.4 $ 8.9 $ 7.5 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | GOODWILL AND INTANGIBLE ASSETS Goodwill The following table summarizes the changes in the carrying amount of goodwill for the nine months ended September 30, 2021: (in millions) Diagnostic Other Total Beginning balance $ 272.3 $ 56.9 $ 329.2 Divestitures (31.6) (56.9) (88.5) Translation adjustments (1.0) — (1.0) Ending balance $ 239.7 $ — $ 239.7 During the quarter ended September 30, 2021, the Company completed the sale of Myriad RBM, Inc. and select operating assets and intellectual property, including the Vectra® test, from the Myriad Autoimmune business unit. See Note 16 for additional information on these divestitures. Intangible Assets Intangible assets have primarily consisted of amortizable assets of purchased licenses and technologies, customer relationships, and trade names as well as non-amortizable intangible assets of in-process technologies and research and development. As of September 30, 2021, the Company's intangible assets consist of only purchased licenses and technologies due to the completion of the sales of Myriad RBM, Inc. and select operating assets and intellectual property, including the Vectra® test, from the Myriad Autoimmune business unit. In connection with these sales, the Company sold $199.1 million in purchased licenses and technologies, $4.8 million in-process research and development intangible assets, $4.7 million in customer relationships, and $3.0 million in trademarks, resulting in an aggregate decrease of intangible assets of $120.0 million, net of $91.6 million in accumulated amortization. See Note 16 for additional information on these divestitures. The following summarizes the amounts reported as intangible assets: (in millions) Gross Accumulated Net At September 30, 2021: Purchased licenses and technologies $ 617.4 $ (202.6) $ 414.8 Total amortized intangible assets 617.4 (202.6) 414.8 Total intangible assets $ 617.4 $ (202.6) $ 414.8 (in millions) Gross Accumulated Net At December 31, 2020: Purchased licenses and technologies $ 818.2 $ (248.2) $ 570.0 Customer relationships 4.7 (4.5) 0.2 Trademarks 3.0 (1.5) 1.5 Total amortized intangible assets 825.9 (254.2) 571.7 In-process research and development 4.8 — 4.8 Total unamortized intangible assets 4.8 — 4.8 Total intangible assets $ 830.7 $ (254.2) $ 576.5 The Company recorded amortization expense during the respective periods for these intangible assets as follows: Three months ended Nine months ended (in millions) 2021 2020 2021 2020 Amortization of intangible assets $ 11.6 $ 15.3 $ 40.6 $ 45.8 |
Accrued Liabilities
Accrued Liabilities | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | ACCRUED LIABILITIES (in millions) September 30, December 31, Employee compensation and benefits $ 54.0 $ 48.9 Legal accrual 48.0 — Accrued taxes payable 17.3 4.3 Refunds payable and reserves 8.9 9.3 Short-term contingent consideration 3.3 3.4 Accrued royalties 5.0 3.8 Purchase commitment 5.2 — Other accrued liabilities 21.5 9.4 Total accrued liabilities $ 163.2 $ 79.1 During the quarter ended September 30, 2021, the Company accrued $48.0 million for a potential settlement of the qui tam lawsuit against Crescendo Bioscience, Inc. and the Company. Refer to Note 13 for additional information . |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | LONG-TERM DEBT On December 23, 2016, the Company entered into a senior secured revolving credit facility (the “Facility”) by and among Myriad, as borrower, and the lenders from time to time party thereto. On July 31, 2018, the Company entered into Amendment No. 1 which effected an “amend and extend” transaction with respect to the Facility by which the maturity date thereof was extended to July 31, 2023 and the maximum aggregate principal commitment was increased from $300.0 million to $350.0 million. On May 1, 2020, the Company entered into Amendment No. 2, which waived the Company’s compliance with certain financial covenants, amended compliance with certain operating covenants, and modified the interest rate and other terms during a modification period from March 31, 2020 through June 30, 2021 (the “Modification Period”). On February 22, 2021, the Company entered into Amendment No. 3 (the “Amended Facility”), which, among other things, decreased the maximum aggregate principal commitment from $350.0 million to $300.0 million, with a further reduction in the maximum aggregate principal commitment from $300.0 million to $250.0 million by September 30, 2021 (if not previously reduced to such amount in connection with certain specified asset sales), waived the Company’s compliance with certain financial covenants through the quarter ending March 31, 2022, extended the Modification Period for an additional year, through June 30, 2022, and revised certain negative covenants in connection with the extension. The amendments were accounted for as modifications pursuant to guidance in ASC 470-50, Debt. The Amended Facility contains customary loan terms, interest rates, representations and warranties, affirmative and negative covenants, in each case, subject to customary limitations, exceptions and exclusions. The Amended Facility also contains certain customary events of default. Amendment No. 2 modified the Facility to increase the interest rate to be fixed at a spread of LIBOR plus 350 basis points on drawn balance and the undrawn fee was increased to 50 basis points during the Modification Period. At the end of the Modification Period, interest rates return to the previous pricing based on a spread of LIBOR plus 150-250 basis points on drawn balances and an undrawn fee ranging from 25 to 45 basis points, in each case, based on the Company's leverage ratio. The LIBOR floor was also increased to 1.0% during the Modification Period. Covenants in the Amended Facility impose operating and financial restrictions on the Company. These restrictions may prohibit or place limitations on, among other things, the Company’s ability to incur additional indebtedness, create certain types of liens, and complete mergers, consolidations, or change in control transactions. The Amended Facility may also prohibit or place limitations on the Company’s ability to sell assets, pay dividends or provide other distributions to stockholders. Beginning with the quarter ended June 30, 2022, the Company must maintain specified leverage and interest ratios measured as of the end of each quarter as a financial covenant in the Amended Facility. Amendment No. 2 modified the Amended Facility's compliance with the leverage covenant and the interest coverage ratio covenant, which were waived through March 31, 2021. Amendment No. 2 also revised certain negative covenants of the Amended Facility during the Modification Period. Amendment No. 3 waived compliance with the leverage ratio and the interest coverage ratio covenants through the quarter ending March 31, 2022 and also lowered the minimum liquidity covenant, which was added by Amendment No. 2, to $150.0 million, and made it applicable through such quarter. Amendment No. 3 restricted the Company from borrowing under the Amended Facility if unrestricted cash and cash equivalents exceed $150.0 million, unless such borrowings are in connection with acquisitions. The Company was in compliance with all applicable financial covenants at September 30, 2021. |
Other Long-Term Liabilities
Other Long-Term Liabilities | 9 Months Ended |
Sep. 30, 2021 | |
Other Liabilities Disclosure [Abstract] | |
Other Long-Term Liabilities | OTHER LONG-TERM LIABILITIES (in millions) September 30, December 31, Contingent consideration $ 5.5 $ 7.4 Other 5.3 7.3 Total other long-term liabilities $ 10.8 $ 14.7 |
Preferred and Common Stockholde
Preferred and Common Stockholders' Equity | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Preferred and Common Stockholders' Equity | PREFERRED AND COMMON STOCKHOLDERS' EQUITY The Company is authorized to issue up to 5.0 million shares of preferred stock, par value $0.01 per share. There were no preferred shares outstanding at September 30, 2021. The Company is authorized to issue up to 150.0 million shares of common stock, par value $0.01 per share. There were 79.7 million shares issued and outstanding at September 30, 2021. Common shares issued and outstanding Nine months ended (in millions) 2021 2020 Beginning common stock issued and outstanding 75.4 74.5 Common stock issued upon exercise of options, vesting of restricted stock units, and purchases under employee stock purchase plan 4.3 0.7 Common stock issued and outstanding at end of period 79.7 75.2 Basic earnings per share is computed based on the weighted-average number of shares of common stock outstanding. Diluted earnings per share is computed based on the weighted-average number of shares of common stock, including the dilutive effect of common stock equivalents, outstanding. In periods when the Company has a net loss, stock awards are excluded from the calculation of diluted net loss per share as their inclusion would have an antidilutive effect. The following is a reconciliation of the denominators of the basic and diluted earnings per share (“EPS”) computations: Three months ended Nine months ended (in millions) 2021 2020 2021 2020 Denominator: Weighted-average shares outstanding used to compute basic EPS 78.8 74.7 77.3 74.6 Effect of dilutive shares 2.7 — — — Weighted-average shares outstanding and dilutive securities used to compute diluted EPS 81.5 74.7 77.3 74.6 Certain outstanding options and restricted stock units (“RSUs”) were excluded from the computation of diluted earnings per share because the effect would have been anti-dilutive. These potential dilutive common shares, which may be dilutive to future diluted earnings per share, are as follows: Three months ended Nine months ended (in millions) 2021 2020 2021 2020 Anti-dilutive options and RSUs excluded from EPS computation 0.1 7.3 4.9 7.3 Stock Repurchase Program In June 2016, the Company’s Board of Directors authorized a share repurchase program of $200.0 million of the Company’s outstanding common stock from time to time or on an accelerated basis through open market transactions or privately negotiated transactions as determined by the Company's management. The amount and timing of stock repurchases under the program will depend on business and market conditions, stock price, trading restrictions, acquisition activity and other factors. As of September 30, 2021, the Company is authorized to repurchase up to $110.7 million of shares under this authorization. No shares were repurchased during the nine months ended September 30, 2021 or 2020. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | STOCK-BASED COMPENSATION On November 30, 2017, the Company’s stockholders approved the adoption of the 2017 Employee, Director and Consultant Equity Incentive Plan (as amended, the “2017 Plan”). The 2017 Plan allows the Company, under the direction of the Compensation and Human Capital Committee of the Board of Directors, to make grants of restricted and unrestricted stock awards to employees, consultants, and directors. Stockholders have approved amendments to the 2017 Plan increasing the shares available to grant. As of September 30, 2021, the Company has 3.6 million shares of common stock available for grant under the 2017 Plan. If an RSU awarded under the 2017 Plan is cancelled or forfeited without the issuance of shares of common stock, the unissued or reacquired shares that were subject to the RSU will again be available for issuance pursuant to the 2017 Plan. To the extent that awards outstanding under the Company's prior equity plans expire or are cancelled without delivery of shares of common stock, they also will be available for issuance pursuant to the 2017 Plan. The number of shares, terms, and vesting periods are generally determined by the Company’s Board of Directors or a committee thereof on an award-by-award basis. RSUs granted to employees generally vest ratably over four years either on the anniversary of the date on which the RSUs were granted or during the month in which such anniversary dates occur. The number of RSUs awarded to certain employees may be increased or reduced based on certain additional performance metrics. Options and RSUs granted to non-employee directors vest in full upon completion of one year of service on the anniversary following the date of the grant. Options generally vest ratably over service periods of four years. Options granted after December 5, 2012 expire eight years from the date of grant, and options granted prior to that date generally expire ten years from the date of grant. Stock Options A summary of the stock option activity under the Company’s equity plans and inducement awards, for the nine months ended September 30, 2021 is as follows: (number of shares in millions) Number Weighted Options outstanding at December 31, 2020 5.2 $ 23.24 Options granted — $ — Less: Options exercised (3.6) $ 24.26 Options canceled or expired (0.1) $ 25.03 Options outstanding at September 30, 2021 1.5 $ 20.57 Options exercisable at September 30, 2021 1.1 $ 23.20 As of September 30, 2021, there was $2.6 million of total unrecognized stock-based compensation expense related to stock options that will be recognized over a weighted-average period of 2.3 years. Restricted Stock Units A summary of the RSU activity under the Company’s equity plans and inducement awards, including RSU awards with performance metrics, for the nine months ended September 30, 2021 is as follows: (number of shares in millions) Number Weighted RSUs outstanding at December 31, 2020 3.2 $ 20.56 RSUs granted 1.7 $ 29.95 Less: RSUs vested (0.8) $ 24.00 RSUs canceled (0.7) $ 24.63 RSUs outstanding at September 30, 2021 3.4 $ 23.91 As of September 30, 2021, there was $68.2 million of total unrecognized stock-based compensation expense related to RSUs that will be recognized over a weighted-average period of 2.6 years. Employee Stock Purchase Plan The Company also has an Employee Stock Purchase Plan that was approved by stockholders in 2012 (the “2012 Purchase Plan”), under which 2.0 million shares of common stock have been authorized. On September 23, 2021, the Board of Directors of the Company approved an amended and restated 2012 Employee Stock Purchase Plan, which authorizes an additional 2.0 million shares of common stock and extends the term of the 2012 Purchase Plan to November 30, 2032, subject in each case to obtaining stockholder approval. The amended and restated 2012 Employee Stock Purchase Plan also amended certain provisions of the 2012 Purchase Plan effective upon approval by the Board of Directors, including expanding the definition of "offering period" to provide that the Board of Directors may determine the period in accordance with the terms of the plan, and capping the number of shares that may be purchased by any participant during an offering period at 5,000 shares. Shares are issued under the 2012 Purchase Plan twice yearly at the end of each offering period. As of September 30, 2021, approximately 0.1 million shares of common stock are available for issuance under the 2012 Purchase Plan. Stock-Based Compensation Expense Stock-based compensation expense recognized and included in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) was allocated as follows: Three months ended Nine months ended (in millions) 2021 2020 2021 2020 Cost of molecular diagnostic testing $ 0.4 $ 0.3 $ 1.1 $ 1.0 Cost of pharmaceutical and clinical services — 0.1 0.1 0.3 Research and development expense 0.8 1.3 3.3 3.6 Selling, general, and administrative expense 8.8 6.7 23.4 12.9 Total stock-based compensation expense $ 10.0 $ 8.4 $ 27.9 $ 17.8 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES In order to determine the Company’s quarterly provision for income taxes, the Company used an estimated annual effective tax rate that is based on expected annual income and statutory tax rates in the various jurisdictions in which the Company operates. Certain significant or unusual items are separately recognized in the quarter during which they occur and can be a source of variability in the effective tax rate from quarter to quarter. Income tax expense for the three months ended September 30, 2021 was $15.2 million, or approximately 38.2% of pre-tax income compared to an income tax benefit of $28.5 million, or approximately 65.2% of pre-tax loss, for the three months ended September 30, 2020. Income tax expense for the nine months ended September 30, 2021 was $6.0 million, or approximately (44.1)% of pre-tax loss compared to an income tax benefit of $47.4 million, or approximately 20.3% of pre-tax loss, for the nine months ended September 30, 2020. Income tax expense for the three and nine months ended September 30, 2021 is based on the Company’s estimated annualized effective tax rate for the fiscal year ending December 31, 2021, adjusted for discrete items recognized during the respective periods. For the three and nine months ended September 30, 2021, the Company’s recognized effective tax rate differs from the U.S. federal statutory rate primarily due to disallowed executive compensation expenses, disallowed meals and entertainment expenses, stock compensation expenses, benefit recorded as a result of the CARES Act, asset impairment expenses, release of a valuation allowance, and differences between the book and tax basis of assets divested. The Company files U.S., foreign and state income tax returns in jurisdictions with various statutes of limitations. The Company is currently under audit by the State of California for the fiscal years ended June 30, 2017-2018, the State of New Jersey for the fiscal years ended June 30, 2013-2017; Germany for the fiscal years ended June 30, 2013-2015; and Switzerland for the fiscal years ended June 30, 2015-2016. Annual and interim tax provisions include amounts considered necessary to pay assessments that may result from examination of prior year tax returns; however, the amount ultimately paid upon resolution of issues may differ materially from the amount accrued. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES The Company is subject to various claims and legal proceedings covering matters that arise in the ordinary course of its business activities, including the matters described below. Estimates for resolution of legal and other contingencies are accrued when losses are probable and reasonably estimable in accordance with ASC 450, Contingencies . Qui Tam Lawsuit In June 2016, the Company's wholly owned subsidiary, Crescendo Bioscience, Inc. (“CBI”), received a subpoena from the Office of Inspector General of the Department of Health and Human Services requesting that CBI produce documents relating to entities that received payment from CBI for the collection and processing of blood specimens for testing, including a named unrelated company, healthcare providers and other third party entities. The Office of Inspector General subsequently requested additional documentation in December 2017. CBI provided to the Office of Inspector General the documents requested. On January 30, 2020, the United States District Court for the Northern District of California unsealed a qui tam complaint, filed on April 16, 2016 against CBI and the Company, alleging violations of the Federal and California False Claims Acts and the California Insurance Fraud Prevention Act. On January 22, 2020, after a multi-year investigation into CBI’s and the Company’s alleged conduct, the United States declined to intervene. On January 27, 2020, the State of California likewise filed its notice of declination. The Company was not aware of the complaint until after it was unsealed. On May 23, 2020, the court denied CBI and the Company’s motion to dismiss. The Company has accrued $48.0 million for a potential settlement of this qui tam lawsuit against CBI and the Company, which is included in accrued liabilities in the Company's Condensed Consolidated Balance Sheet. If no settlement is reached, the Company intends to continue to vigorously defend this case, but it cannot predict with any degree of certainty the ultimate resolution of this matter or determine whether, or to what extent, any loss with respect to this matter may exceed the amount that it has accrued. Purported Securities Class Action On September 27, 2019, a purported class action complaint was filed in the United States District Court for the District of Utah, against the Company, its former President and Chief Executive Officer, Mark C. Capone, and its Chief Financial Officer, R. Bryan Riggsbee (“Defendants”). On February 21, 2020, the plaintiff filed an amended class action complaint, which added the Company’s former Executive Vice President of Clinical Development, Bryan M. Dechairo, as an additional Defendant. This action, captioned In re Myriad Genetics, Inc. Securities Litigation (No. 2:19-cv-00707-DBB), is premised upon allegations that the Defendants made false and misleading statements regarding the Company's business, operations, and acquisitions. The lead plaintiff seeks the payment of damages allegedly sustained by it and the purported class by reason of the allegations set forth in the amended complaint, plus interest, and legal and other costs and fees. On March 16, 2021, the United States District Court for the District of Utah denied the Company’s motion to dismiss. The Company intends to vigorously defend against this action. Due to the nature of this matter and inherent uncertainties, it is not possible to provide an evaluation of the likelihood of an unfavorable outcome or an estimate of the amount or range of potential loss, if any. Stockholder Derivative Actions On August 9, 2021, a stockholder derivative complaint was filed in the Delaware Court of Chancery against the Company's former President and Chief Executive Officer, Mark C. Capone, its Chief Financial Officer, R. Bryan Riggsbee, its former Executive Vice President of Clinical Development, Bryan M. Dechairo, and certain of its current and former directors, Lawrence C. Best, Walter Gilbert, John T. Henderson, Heiner Dreismann, Dennis Langer, Lee N. Newcomer, S. Louise Phanstiel, and Colleen F. Reitan (collectively, the "Individual Defendants"), and the Company, as nominal defendant. The complaint is premised upon similar allegations as set forth in the securities class action, including that the Individual Defendants made false and misleading statements regarding the Company's business and operations. The plaintiff, Donna Hickock, asserts breach of fiduciary duty and unjust enrichment claims against the Individual Defendants and seeks, on behalf of the Company, damages allegedly sustained by the Company as a result of the alleged breaches, or disgorgement or restitution, from each of the Individual Defendants, plus interest. Plaintiff Hickock also seeks legal and other costs and fees relating to this action. The Company intends to vigorously defend against this action. Due to the nature of this matter and inherent uncertainties, it is not possible to provide an evaluation of the likelihood of an unfavorable outcome or an estimate of the amount or range of potential loss, if any. On September 17, 2021, a second stockholder derivative complaint was filed in the United States District Court for the District of Delaware against the Individual Defendants, and the Company, as nominal defendant. The action is premised upon similar allegations as set forth in the securities class action and Hickock stockholder derivative action. The plaintiff, Karen Marcey, asserts that the Individual Defendants violated U.S. securities laws and breached their fiduciary duties, and also asserts unjust enrichment, waste of corporate assets and insider trading claims against all or some of the Individual Defendants. Plaintiff Marcey seeks, on behalf of the Company, damages allegedly sustained by the Company as a result of the alleged violations and restitution from the Individual Defendants, plus interest and, on behalf of herself, legal and other costs and fees relating to this action. The Company intends to vigorously defend against this action. Due to the nature of this matter and inherent uncertainties, it is not possible to provide an evaluation of the likelihood of an unfavorable outcome or an estimate of the amount or range of potential loss, if any. Other Matters On July 27, 2020, a lawsuit was filed against the Company in the Superior Court of Suffolk County, Massachusetts, by Heide Abelli and Victor Pricolo. The plaintiffs claim negligence, breach of contract and associated torts in connection with an alleged error in testing performed by the Company in 2004. The plaintiffs seek damages allegedly sustained by them by reason of the allegations set forth in their complaint, together with interest and costs. The Company intends to vigorously defend against this action. Due to the nature of this matter and inherent uncertainties, it is not possible to provide an evaluation of the likelihood of an unfavorable outcome or an estimate of the amount or range of potential loss, if any. As of September 30, 2021, the management of the Company believes any reasonably possible liability that may result from the resolution of any other matters will not have a material adverse effect on the Company’s consolidated financial position, operating results, or cash flows. However, it is possible that the ultimate resolution of other matters, if unfavorable, may be material to the results of operations or financial condition for a particular period. |
Segment and Related Information
Segment and Related Information | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Segment and Related Information | SEGMENT AND RELATED INFORMATIONThe Company’s business is aligned with how the chief operating decision maker reviews performance and makes decisions in managing the Company. The business units have been aggregated into two reportable segments: (i) diagnostics and (ii) other. The diagnostics segment provides testing and collaborative development of testing that is designed to determine the risk of developing disease, assess the risk of disease progression, and guide treatment decisions across medical specialties where critical genetic insights can significantly improve patient care and lower healthcare costs. The other segment provides testing products and services to the pharmaceutical, biotechnology and medical research industries, research and development, and clinical services for patients, and includes corporate services such as finance, human resources, legal and information technology. Segment revenue and operating income (loss) were as follows during the periods presented: (in millions) Diagnostics Other Total Three months ended September 30, 2021 Revenues $ 161.7 $ 5.6 $ 167.3 Depreciation and amortization 13.1 1.1 14.2 Segment operating loss (21.7) (58.2) (79.9) Three months ended September 30, 2020 Revenues $ 130.5 $ 14.7 $ 145.2 Depreciation and amortization 16.7 1.0 17.7 Segment operating loss (0.3) (39.3) (39.6) Nine months ended September 30, 2021 Revenues $ 496.6 $ 33.2 $ 529.8 Depreciation and amortization 45.8 3.7 49.5 Segment operating income (loss) 26.3 (173.7) (147.4) Nine months ended September 30, 2020 Revenues $ 362.0 $ 40.4 $ 402.4 Depreciation and amortization 50.2 3.1 53.3 Segment operating loss (127.7) (113.9) (241.6) Three months ended Nine months ended (in millions) 2021 2020 2021 2020 Total operating loss for reportable segments $ (79.9) $ (39.6) $ (147.4) $ (241.6) Unallocated amounts: Interest income 0.2 0.4 0.6 1.7 Interest expense (1.1) (2.9) (6.1) (8.3) Other 120.6 (1.6) 139.3 14.9 Income (loss) from operations before income taxes 39.8 (43.7) (13.6) (233.3) Income tax expense (benefit) 15.2 (28.5) 6.0 (47.4) Net income (loss) 24.6 (15.2) (19.6) (185.9) Net loss attributable to non-controlling interest — — — (0.1) Net income (loss) attributable to Myriad Genetics, Inc. stockholders $ 24.6 $ (15.2) $ (19.6) $ (185.8) |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 9 Months Ended |
Sep. 30, 2021 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | SUPPLEMENTAL CASH FLOW INFORMATION Nine months ended (in millions) 2021 2020 Cash paid during the period for income taxes $ 2.4 $ 2.3 Cash paid for interest 2.1 6.9 Cash received for income tax receivables 89.9 — Establishment of operating lease right-of-use assets and lease liabilities Operating lease right-of-use assets $ 40.5 $ — Operating lease liabilities 46.8 — |
Divestitures
Divestitures | 9 Months Ended |
Sep. 30, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Divestitures | DIVESTITURES On May 28, 2021, the Company completed its sale of the Myriad myPath, LLC laboratory to Castle Biosciences, Inc. for cash consideration of $32.5 million. The transaction was accounted for as a sale of assets and the Company recognized a gain of $31.2 million, net of transaction costs of $1.3 million, in Other income (expense) on the Company’s Condensed Consolidated Statements of Operations related to the sale. Prior to the sale, Myriad myPath operations were included in the Company’s diagnostics reporting segment. On July 1, 2021, the Company completed its sale of Myriad RBM, Inc., a wholly owned subsidiary of the Company, to IQVIA RDS, Inc. for cash consideration of $197.0 million. The transaction was accounted for as a sale of a business and the Company recognized a gain of $121.0 million, net of transaction costs of $4.8 million, in Other income (expense) on the Company's Condensed Consolidated Statements of Operations. Prior to the sale, Myriad RBM, Inc. operations were included in the Company’s other reporting segment. On September 13, 2021, the Company completed its sale of select operating assets and intellectual property, including the Vectra® test, from the Myriad Autoimmune business unit to Laboratory Corporation of America Holdings for cash consideration of $150.0 million. The transaction was accounted for as a sale of a business and the Company recognized a loss of $0.6 million, net of transaction costs of $4.4 million, in Other income (expense) on the Company's Condensed Consolidated Statements of Operations. Prior to the sale, the Myriad Autoimmune business operations were included in the Company’s diagnostics reporting segment. The operating results of these businesses do not qualify for reporting as discontinued operations. Inventory In connection with the divestiture transactions, the Company recognized losses of $5.2 million and $6.5 million for a non-cancelable inventory purchase commitment and inventory, respectively, during the nine months ended September 30, 2021, as the Company will no longer have use for the goods. Both of these losses are included in Other income (expense) in the Company's Condensed Consolidated Statements of Operations for the nine months ended September 30, 2021. The following table details the amounts recognized in Other income for the three and nine months ended September 30, 2021: (in millions) Three months ended September 30, 2021 Nine months ended Gain on sale of Myriad RBM, Inc. $ 121.0 $ 121.0 Gain on sale of Myriad myPath, LLC laboratory — 31.2 Gain (loss) on inventory 0.8 (11.7) Loss on sale of Myriad Autoimmune assets (0.6) (0.6) Other (0.6) (0.6) Total Other Income $ 120.6 $ 139.3 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | SUBSEQUENT EVENTSThe Company evaluated subsequent events from the balance sheet date through the date the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | The accompanying Condensed Consolidated Financial Statements for the Company have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and pursuant to the applicable rules and regulations of the Securities and Exchange Commission (“SEC”). All intercompany accounts and transactions have been eliminated in consolidation. In the opinion of management, the accompanying financial statements contain all adjustments (consisting of normal and recurring accruals) necessary to present fairly all financial statements in accordance with GAAP. The Condensed Consolidated Financial Statements herein should be read in conjunction with the Company’s audited Consolidated Financial Statements and notes thereto included in the Company’s Transition Report on Form 10-K for the transition period ended December 31, 2020 (the “Transition Report on Form 10-K”). The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenue and expenses during the reporting period. Operating results for the three and nine months ended September 30, 2021 may not necessarily be indicative of results to be expected for any other interim period or for the full year. |
Reclassifications | Reclassifications Certain prior period amounts have been reclassified to conform with the current period presentation. The reclassifications have no impact on the total assets, total liabilities, stockholders’ equity, cash flows from operations, or net income (loss) for the period. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recently Adopted Standards In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). ASU 2019-12 is a new accounting standard to simplify accounting for income taxes and remove, modify, and add to the disclosure requirements of income taxes. The standard is effective for fiscal years beginning after December 15, 2020, with early adoption permitted. This guidance was adopted with no material impact to t he Company's Condensed Consolidated Financial Statements. |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Total Revenue by Product and by U.S versus Rest of World | The following table presents detail regarding the composition of the Company’s total revenue by category and by U.S. versus rest of world (“RoW”): Three months ended September 30, 2021 2020 (in millions) U.S. RoW Total U.S. RoW Total Molecular diagnostic revenues: Hereditary Cancer $ 68.2 $ 11.2 $ 79.4 $ 72.0 $ 8.5 $ 80.5 Tumor Profiling 21.4 11.5 32.9 14.4 2.6 17.0 Prenatal 23.5 0.1 23.6 16.5 0.1 16.6 Pharmacogenomics 24.1 — 24.1 11.9 — 11.9 Autoimmune 7.3 — 7.3 9.1 — 9.1 Other — — — 0.6 — 0.6 Total molecular diagnostic revenue 144.5 22.8 167.3 124.5 11.2 135.7 Pharmaceutical and clinical services revenue — — — 9.5 — 9.5 Total revenue $ 144.5 $ 22.8 $ 167.3 $ 134.0 $ 11.2 $ 145.2 Nine months ended September 30, 2021 2020 (in millions) U.S. RoW Total U.S. RoW Total Molecular diagnostic revenues: Hereditary Cancer $ 207.1 $ 34.4 $ 241.5 $ 188.2 $ 17.4 $ 205.6 Tumor Profiling 63.9 30.5 94.4 33.7 7.5 41.2 Prenatal 76.3 0.4 76.7 53.2 0.3 53.5 Pharmacogenomics 64.3 — 64.3 40.8 — 40.8 Autoimmune 28.2 — 28.2 26.8 — 26.8 Other — 0.5 0.5 1.6 — 1.6 Total molecular diagnostic revenue 439.8 65.8 505.6 344.3 25.2 369.5 Pharmaceutical and clinical services revenue 24.2 — 24.2 29.0 3.9 32.9 Total revenue $ 464.0 $ 65.8 $ 529.8 $ 373.3 $ 29.1 $ 402.4 |
Reconciliation of Deferred Revenue Balances | A reconciliation of the beginning and ending balances of deferred revenues is shown in the table below: Nine months ended (in millions) 2021 2020 Deferred revenues - beginning balance $ 32.7 $ 3.6 Revenue recognized (30.3) (8.4) Prepayments 10.1 37.1 Divestitures $ (1.0) $ — Deferred revenues - ending balance $ 11.5 $ 32.3 |
Marketable Investment Securit_2
Marketable Investment Securities (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Fair Value for Available-for-Sale Securities by Major Security Type and Class of Security | The amortized cost, gross unrealized holding gains, gross unrealized holding losses, and fair value for available-for-sale securities by major security type and class of security at September 30, 2021 and December 31, 2020 were as follows: (in millions) Amortized Gross Gross Estimated September 30, 2021 Cash and cash equivalents: Cash $ 208.8 $ — $ — $ 208.8 Cash equivalents 86.4 — — 86.4 Total cash and cash equivalents 295.2 — — 295.2 Available-for-sale: Corporate bonds and notes 90.7 0.2 (0.1) 90.8 Municipal bonds 19.4 0.1 — 19.5 Federal agency issues 2.6 — — 2.6 US government securities 5.5 — — 5.5 Total $ 413.4 $ 0.3 $ (0.1) $ 413.6 (in millions) Amortized Gross Gross Estimated December 31, 2020: Cash and cash equivalents: Cash $ 47.9 $ — $ — $ 47.9 Cash equivalents 69.1 — — 69.1 Total cash and cash equivalents 117.0 — — 117.0 Available-for-sale: Corporate bonds and notes 28.8 0.5 — 29.3 Municipal bonds 9.4 0.2 — 9.6 Federal agency issues 4.0 — — 4.0 US government securities 11.7 0.1 — 11.8 Total $ 170.9 $ 0.8 $ — $ 171.7 |
Schedule of Cash, Cash Equivalents, and Maturities of Debt Securities Classified as Available-For-Sale Securities | Cash, cash equivalents, and maturities of debt securities classified as available-for-sale securities were as follows at September 30, 2021: (in millions) Amortized Estimated Cash $ 208.8 $ 208.8 Cash equivalents 86.4 86.4 Available-for-sale: Due within one year 70.7 70.9 Due after one year through five years 47.5 47.5 Due after five years — — Total $ 413.4 $ 413.6 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value of Financial Assets and Liabilities | The following table sets forth the fair value of the financial assets and liabilities that the Company re-measures on a regular basis: (in millions) Level 1 Level 2 Level 3 Total September 30, 2021 Money market funds (a) $ 86.4 $ — $ — $ 86.4 Corporate bonds and notes — 90.8 — 90.8 Municipal bonds — 19.5 — 19.5 Federal agency issues — 2.6 — 2.6 US government securities — 5.5 — 5.5 Contingent consideration — — (8.8) (8.8) Total $ 86.4 $ 118.4 $ (8.8) $ 196.0 (a) Money market funds are primarily comprised of exchange traded funds and accrued interest. (in millions) Level 1 Level 2 Level 3 Total December 31, 2020 Money market funds (a) $ 69.1 $ — $ — $ 69.1 Corporate bonds and notes — 29.3 — 29.3 Municipal bonds — 9.6 — 9.6 Federal agency issues — 4.0 — 4.0 US government securities — 11.8 — 11.8 Contingent consideration — — (10.9) (10.9) Total $ 69.1 $ 54.7 $ (10.9) $ 112.9 (a) Money market funds are primarily comprised of exchange traded funds and accrued interest. |
Change in Fair Value of Contingent Consideration | The following table reconciles the change in the fair value of the contingent consideration during the periods presented: (in millions) Carrying Balance December 31, 2020 $ 10.9 Payment of contingent consideration (3.3) Change in fair value recognized in the income statement 1.7 Translation adjustments recognized in other comprehensive loss (0.5) Ending balance September 30, 2021 $ 8.8 |
Property, Plant and Equipment_2
Property, Plant and Equipment, Net (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment, Net | (in millions) September 30, December 31, Leasehold improvements $ 38.1 $ 35.7 Equipment 110.3 117.9 Property, plant and equipment, gross 148.4 153.6 Less accumulated depreciation (105.0) (112.9) Property, plant and equipment, net $ 43.4 $ 40.7 The change in equipment from December 31, 2020 to September 30, 2021 was primarily due to the sales of Myriad RBM, Inc. and select assets of the Myriad Autoimmune business. See Note 16 for additional information on these divestitures. Three months ended Nine months ended (in millions) 2021 2020 2021 2020 Depreciation expense $ 2.6 $ 2.4 $ 8.9 $ 7.5 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in Carrying Amount of Goodwill | The following table summarizes the changes in the carrying amount of goodwill for the nine months ended September 30, 2021: (in millions) Diagnostic Other Total Beginning balance $ 272.3 $ 56.9 $ 329.2 Divestitures (31.6) (56.9) (88.5) Translation adjustments (1.0) — (1.0) Ending balance $ 239.7 $ — $ 239.7 |
Schedule of Amortizable Intangible Assets | The following summarizes the amounts reported as intangible assets: (in millions) Gross Accumulated Net At September 30, 2021: Purchased licenses and technologies $ 617.4 $ (202.6) $ 414.8 Total amortized intangible assets 617.4 (202.6) 414.8 Total intangible assets $ 617.4 $ (202.6) $ 414.8 (in millions) Gross Accumulated Net At December 31, 2020: Purchased licenses and technologies $ 818.2 $ (248.2) $ 570.0 Customer relationships 4.7 (4.5) 0.2 Trademarks 3.0 (1.5) 1.5 Total amortized intangible assets 825.9 (254.2) 571.7 In-process research and development 4.8 — 4.8 Total unamortized intangible assets 4.8 — 4.8 Total intangible assets $ 830.7 $ (254.2) $ 576.5 |
Schedule of Non-amortizable Intangible Assets | The following summarizes the amounts reported as intangible assets: (in millions) Gross Accumulated Net At September 30, 2021: Purchased licenses and technologies $ 617.4 $ (202.6) $ 414.8 Total amortized intangible assets 617.4 (202.6) 414.8 Total intangible assets $ 617.4 $ (202.6) $ 414.8 (in millions) Gross Accumulated Net At December 31, 2020: Purchased licenses and technologies $ 818.2 $ (248.2) $ 570.0 Customer relationships 4.7 (4.5) 0.2 Trademarks 3.0 (1.5) 1.5 Total amortized intangible assets 825.9 (254.2) 571.7 In-process research and development 4.8 — 4.8 Total unamortized intangible assets 4.8 — 4.8 Total intangible assets $ 830.7 $ (254.2) $ 576.5 |
Schedule of Recorded Amortization Expense for Intangible Assets | The Company recorded amortization expense during the respective periods for these intangible assets as follows: Three months ended Nine months ended (in millions) 2021 2020 2021 2020 Amortization of intangible assets $ 11.6 $ 15.3 $ 40.6 $ 45.8 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | (in millions) September 30, December 31, Employee compensation and benefits $ 54.0 $ 48.9 Legal accrual 48.0 — Accrued taxes payable 17.3 4.3 Refunds payable and reserves 8.9 9.3 Short-term contingent consideration 3.3 3.4 Accrued royalties 5.0 3.8 Purchase commitment 5.2 — Other accrued liabilities 21.5 9.4 Total accrued liabilities $ 163.2 $ 79.1 |
Other Long-Term Liabilities (Ta
Other Long-Term Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Other Long-Term Liabilities | (in millions) September 30, December 31, Contingent consideration $ 5.5 $ 7.4 Other 5.3 7.3 Total other long-term liabilities $ 10.8 $ 14.7 |
Preferred and Common Stockhol_2
Preferred and Common Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Summary of Common Shares Issued and Outstanding | Common shares issued and outstanding Nine months ended (in millions) 2021 2020 Beginning common stock issued and outstanding 75.4 74.5 Common stock issued upon exercise of options, vesting of restricted stock units, and purchases under employee stock purchase plan 4.3 0.7 Common stock issued and outstanding at end of period 79.7 75.2 |
Reconciliation of Denominators of Basic and Diluted Earnings Per Share Computations | The following is a reconciliation of the denominators of the basic and diluted earnings per share (“EPS”) computations: Three months ended Nine months ended (in millions) 2021 2020 2021 2020 Denominator: Weighted-average shares outstanding used to compute basic EPS 78.8 74.7 77.3 74.6 Effect of dilutive shares 2.7 — — — Weighted-average shares outstanding and dilutive securities used to compute diluted EPS 81.5 74.7 77.3 74.6 |
Schedule of Potential Dilutive Common Shares | These potential dilutive common shares, which may be dilutive to future diluted earnings per share, are as follows: Three months ended Nine months ended (in millions) 2021 2020 2021 2020 Anti-dilutive options and RSUs excluded from EPS computation 0.1 7.3 4.9 7.3 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Stock Option Activity | A summary of the stock option activity under the Company’s equity plans and inducement awards, for the nine months ended September 30, 2021 is as follows: (number of shares in millions) Number Weighted Options outstanding at December 31, 2020 5.2 $ 23.24 Options granted — $ — Less: Options exercised (3.6) $ 24.26 Options canceled or expired (0.1) $ 25.03 Options outstanding at September 30, 2021 1.5 $ 20.57 Options exercisable at September 30, 2021 1.1 $ 23.20 |
Schedule of Restricted Stock Unit Activity | A summary of the RSU activity under the Company’s equity plans and inducement awards, including RSU awards with performance metrics, for the nine months ended September 30, 2021 is as follows: (number of shares in millions) Number Weighted RSUs outstanding at December 31, 2020 3.2 $ 20.56 RSUs granted 1.7 $ 29.95 Less: RSUs vested (0.8) $ 24.00 RSUs canceled (0.7) $ 24.63 RSUs outstanding at September 30, 2021 3.4 $ 23.91 |
Schedule of Stock-Based Compensation Expense | Stock-based compensation expense recognized and included in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) was allocated as follows: Three months ended Nine months ended (in millions) 2021 2020 2021 2020 Cost of molecular diagnostic testing $ 0.4 $ 0.3 $ 1.1 $ 1.0 Cost of pharmaceutical and clinical services — 0.1 0.1 0.3 Research and development expense 0.8 1.3 3.3 3.6 Selling, general, and administrative expense 8.8 6.7 23.4 12.9 Total stock-based compensation expense $ 10.0 $ 8.4 $ 27.9 $ 17.8 |
Segment and Related Informati_2
Segment and Related Information (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Segment Revenue and Operating Income (Loss) | Segment revenue and operating income (loss) were as follows during the periods presented: (in millions) Diagnostics Other Total Three months ended September 30, 2021 Revenues $ 161.7 $ 5.6 $ 167.3 Depreciation and amortization 13.1 1.1 14.2 Segment operating loss (21.7) (58.2) (79.9) Three months ended September 30, 2020 Revenues $ 130.5 $ 14.7 $ 145.2 Depreciation and amortization 16.7 1.0 17.7 Segment operating loss (0.3) (39.3) (39.6) Nine months ended September 30, 2021 Revenues $ 496.6 $ 33.2 $ 529.8 Depreciation and amortization 45.8 3.7 49.5 Segment operating income (loss) 26.3 (173.7) (147.4) Nine months ended September 30, 2020 Revenues $ 362.0 $ 40.4 $ 402.4 Depreciation and amortization 50.2 3.1 53.3 Segment operating loss (127.7) (113.9) (241.6) Three months ended Nine months ended (in millions) 2021 2020 2021 2020 Total operating loss for reportable segments $ (79.9) $ (39.6) $ (147.4) $ (241.6) Unallocated amounts: Interest income 0.2 0.4 0.6 1.7 Interest expense (1.1) (2.9) (6.1) (8.3) Other 120.6 (1.6) 139.3 14.9 Income (loss) from operations before income taxes 39.8 (43.7) (13.6) (233.3) Income tax expense (benefit) 15.2 (28.5) 6.0 (47.4) Net income (loss) 24.6 (15.2) (19.6) (185.9) Net loss attributable to non-controlling interest — — — (0.1) Net income (loss) attributable to Myriad Genetics, Inc. stockholders $ 24.6 $ (15.2) $ (19.6) $ (185.8) |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Supplemental Cash Flow Information | Nine months ended (in millions) 2021 2020 Cash paid during the period for income taxes $ 2.4 $ 2.3 Cash paid for interest 2.1 6.9 Cash received for income tax receivables 89.9 — Establishment of operating lease right-of-use assets and lease liabilities Operating lease right-of-use assets $ 40.5 $ — Operating lease liabilities 46.8 — |
Divestitures (Tables)
Divestitures (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Amounts Recognized in Other Income | The following table details the amounts recognized in Other income for the three and nine months ended September 30, 2021: (in millions) Three months ended September 30, 2021 Nine months ended Gain on sale of Myriad RBM, Inc. $ 121.0 $ 121.0 Gain on sale of Myriad myPath, LLC laboratory — 31.2 Gain (loss) on inventory 0.8 (11.7) Loss on sale of Myriad Autoimmune assets (0.6) (0.6) Other (0.6) (0.6) Total Other Income $ 120.6 $ 139.3 |
Revenue - Total Revenue by Prod
Revenue - Total Revenue by Product and by US versus Rest of World (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 167.3 | $ 145.2 | $ 529.8 | $ 402.4 |
U.S. | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 144.5 | 134 | 464 | 373.3 |
RoW | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 22.8 | 11.2 | 65.8 | 29.1 |
Molecular diagnostic testing | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 167.3 | 135.7 | 505.6 | 369.5 |
Molecular diagnostic testing | U.S. | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 144.5 | 124.5 | 439.8 | 344.3 |
Molecular diagnostic testing | RoW | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 22.8 | 11.2 | 65.8 | 25.2 |
Molecular diagnostic - Hereditary Cancer | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 79.4 | 80.5 | 241.5 | 205.6 |
Molecular diagnostic - Hereditary Cancer | U.S. | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 68.2 | 72 | 207.1 | 188.2 |
Molecular diagnostic - Hereditary Cancer | RoW | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 11.2 | 8.5 | 34.4 | 17.4 |
Molecular diagnostic - Tumor Profiling | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 32.9 | 17 | 94.4 | 41.2 |
Molecular diagnostic - Tumor Profiling | U.S. | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 21.4 | 14.4 | 63.9 | 33.7 |
Molecular diagnostic - Tumor Profiling | RoW | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 11.5 | 2.6 | 30.5 | 7.5 |
Molecular diagnostic - Prenatal | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 23.6 | 16.6 | 76.7 | 53.5 |
Molecular diagnostic - Prenatal | U.S. | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 23.5 | 16.5 | 76.3 | 53.2 |
Molecular diagnostic - Prenatal | RoW | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 0.1 | 0.1 | 0.4 | 0.3 |
Molecular Diagnostic - Pharmacogenomics | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 24.1 | 11.9 | 64.3 | 40.8 |
Molecular Diagnostic - Pharmacogenomics | U.S. | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 24.1 | 11.9 | 64.3 | 40.8 |
Molecular Diagnostic - Pharmacogenomics | RoW | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 0 | 0 | 0 | 0 |
Molecular Diagnostic - Autoimmune | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 7.3 | 9.1 | 28.2 | 26.8 |
Molecular Diagnostic - Autoimmune | U.S. | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 7.3 | 9.1 | 28.2 | 26.8 |
Molecular Diagnostic - Autoimmune | RoW | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 0 | 0 | 0 | 0 |
Molecular diagnostic - Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 0 | 0.6 | 0.5 | 1.6 |
Molecular diagnostic - Other | U.S. | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 0 | 0.6 | 0 | 1.6 |
Molecular diagnostic - Other | RoW | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 0 | 0 | 0.5 | 0 |
Pharmaceutical and clinical services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 0 | 9.5 | 24.2 | 32.9 |
Pharmaceutical and clinical services | U.S. | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 0 | 9.5 | 24.2 | 29 |
Pharmaceutical and clinical services | RoW | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 0 | $ 0 | $ 0 | $ 3.9 |
Revenue - Reconciliation of Def
Revenue - Reconciliation of Deferred Revenue Balances (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Reconciliation of Deferred Revenue | ||
Deferred revenues - beginning balance | $ 32.7 | $ 3.6 |
Revenue recognized | (30.3) | (8.4) |
Prepayments | 10.1 | 37.1 |
Divestitures | (1) | 0 |
Deferred revenues - ending balance | $ 11.5 | $ 32.3 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | ||||||
Advance Medicare payments to provide relief from economic impacts of COVID-19 | $ 29,700,000 | |||||
Revenue increase (decrease) due to changes in estimated transaction price due to contractual adjustments | $ 7,600,000 | $ 16,600,000 | ||||
Revenue recognized due to expanded local coverage determination for which revenue was previously constrained | $ 6,800,000 | |||||
Capitalized costs incurred to obtain or fulfill contract | $ 0 | $ 0 | ||||
Performance obligation estimate | ||||||
Revenue and Concentration Risk [Line Items] | ||||||
Change in earnings per share (dollars per share) | $ 0.07 | $ 0.16 | ||||
Revenues | Customer concentration | Medicare | ||||||
Revenue and Concentration Risk [Line Items] | ||||||
Concentration risk (percent) | 17.00% | 16.00% | 17.00% | 15.00% |
Marketable Investment Securit_3
Marketable Investment Securities - Fair Value for Available-for-Sale Securities by Major Security Type and Class of Security (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
Cash and cash equivalents: | ||
Cash and cash equivalents, Amortized cost | $ 295.2 | $ 117 |
Cash and cash equivalents, Estimated fair value | 295.2 | 117 |
Total: | ||
Total, Amortized cost | 413.4 | 170.9 |
Total, Gross unrealized holding gains | 0.3 | 0.8 |
Total, Gross unrealized holding losses | (0.1) | 0 |
Total, Estimated fair value | 413.6 | 171.7 |
Cash | ||
Cash and cash equivalents: | ||
Cash and cash equivalents, Amortized cost | 208.8 | 47.9 |
Cash and cash equivalents, Estimated fair value | 208.8 | 47.9 |
Cash equivalents | ||
Cash and cash equivalents: | ||
Cash and cash equivalents, Amortized cost | 86.4 | 69.1 |
Cash and cash equivalents, Estimated fair value | 86.4 | 69.1 |
Corporate bonds and notes | ||
Available-for-sale: | ||
Available-for-sale, Amortized cost | 90.7 | 28.8 |
Available-for-sale, Gross unrealized holding gains | 0.2 | 0.5 |
Available-for-sale, Gross unrealized holding losses | (0.1) | 0 |
Available-for-sale, Estimated fair value | 90.8 | 29.3 |
Municipal bonds | ||
Available-for-sale: | ||
Available-for-sale, Amortized cost | 19.4 | 9.4 |
Available-for-sale, Gross unrealized holding gains | 0.1 | 0.2 |
Available-for-sale, Gross unrealized holding losses | 0 | 0 |
Available-for-sale, Estimated fair value | 19.5 | 9.6 |
Federal agency issues | ||
Available-for-sale: | ||
Available-for-sale, Amortized cost | 2.6 | 4 |
Available-for-sale, Gross unrealized holding gains | 0 | 0 |
Available-for-sale, Gross unrealized holding losses | 0 | 0 |
Available-for-sale, Estimated fair value | 2.6 | 4 |
US government securities | ||
Available-for-sale: | ||
Available-for-sale, Amortized cost | 5.5 | 11.7 |
Available-for-sale, Gross unrealized holding gains | 0 | 0.1 |
Available-for-sale, Gross unrealized holding losses | 0 | 0 |
Available-for-sale, Estimated fair value | $ 5.5 | $ 11.8 |
Marketable Investment Securit_4
Marketable Investment Securities - Cash, Cash Equivalents, and Maturities of Debt Securities Classified as Available-For-Sale Securities (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
Amortized cost | ||
Cash and cash equivalents | $ 295.2 | $ 117 |
Available-for-sale, Due within one year | 70.7 | |
Available-for-sale, Due after one year through five years | 47.5 | |
Available-for-sale, Due after five years | 0 | |
Total, Amortized cost | 413.4 | 170.9 |
Estimated fair value | ||
Cash and cash equivalents | 295.2 | 117 |
Available-for-sale, Due within one year | 70.9 | |
Available-for-sale, Due after one year through five years | 47.5 | |
Available-for-sale, Due after five years | 0 | |
Total, Estimated fair value | 413.6 | 171.7 |
Cash | ||
Amortized cost | ||
Cash and cash equivalents | 208.8 | 47.9 |
Estimated fair value | ||
Cash and cash equivalents | 208.8 | 47.9 |
Cash equivalents | ||
Amortized cost | ||
Cash and cash equivalents | 86.4 | 69.1 |
Estimated fair value | ||
Cash and cash equivalents | $ 86.4 | $ 69.1 |
Marketable Investment Securit_5
Marketable Investment Securities - Narrative (Details) - security | Sep. 30, 2021 | Dec. 31, 2020 |
Investments, Debt and Equity Securities [Abstract] | ||
Debt securities, available-for-sale, in unrealized loss position | 0 | 0 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) | 9 Months Ended |
Sep. 30, 2021 | |
Level 3 | Measurement input, expected term | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Measurement period for earn out liability | 13 years 9 months 18 days |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value of Financial Assets and Liabilities (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | $ 196 | $ 112.9 |
Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 86.4 | 69.1 |
Corporate bonds and notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 90.8 | 29.3 |
Municipal bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 19.5 | 9.6 |
Federal agency issues | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 2.6 | 4 |
US government securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 5.5 | 11.8 |
Contingent consideration | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | (8.8) | (10.9) |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 86.4 | 69.1 |
Level 1 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 86.4 | 69.1 |
Level 1 | Corporate bonds and notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 0 | 0 |
Level 1 | Municipal bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 0 | 0 |
Level 1 | Federal agency issues | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 0 | 0 |
Level 1 | US government securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 0 | 0 |
Level 1 | Contingent consideration | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 0 | 0 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 118.4 | 54.7 |
Level 2 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 0 | 0 |
Level 2 | Corporate bonds and notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 90.8 | 29.3 |
Level 2 | Municipal bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 19.5 | 9.6 |
Level 2 | Federal agency issues | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 2.6 | 4 |
Level 2 | US government securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 5.5 | 11.8 |
Level 2 | Contingent consideration | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 0 | 0 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | (8.8) | (10.9) |
Level 3 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 0 | 0 |
Level 3 | Corporate bonds and notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 0 | 0 |
Level 3 | Municipal bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 0 | 0 |
Level 3 | Federal agency issues | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 0 | 0 |
Level 3 | US government securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 0 | 0 |
Level 3 | Contingent consideration | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | $ (8.8) | $ (10.9) |
Fair Value Measurements - Chang
Fair Value Measurements - Change in Fair Value of Contingent Consideration (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Reconciliation of change in fair value of contingent consideration | |
Beginning balance | $ 10.9 |
Payment of contingent consideration | (3.3) |
Change in fair value recognized in the income statement | 1.7 |
Translation adjustments recognized in other comprehensive loss | (0.5) |
Ending balance | $ 8.8 |
Property, Plant and Equipment_3
Property, Plant and Equipment, Net - Balances (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 148.4 | $ 153.6 |
Less accumulated depreciation | (105) | (112.9) |
Property, plant and equipment, net | 43.4 | 40.7 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 38.1 | 35.7 |
Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 110.3 | $ 117.9 |
Property, Plant and Equipment_4
Property, Plant and Equipment, Net - Depreciation Expense (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 2.6 | $ 2.4 | $ 8.9 | $ 7.5 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Carrying Amount of Goodwill (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Goodwill [Roll Forward] | |
Beginning balance | $ 329.2 |
Divestitures | (88.5) |
Translation adjustments | (1) |
Ending balance | 239.7 |
Diagnostics | |
Goodwill [Roll Forward] | |
Beginning balance | 272.3 |
Divestitures | (31.6) |
Translation adjustments | (1) |
Ending balance | 239.7 |
Other | |
Goodwill [Roll Forward] | |
Beginning balance | 56.9 |
Divestitures | (56.9) |
Translation adjustments | 0 |
Ending balance | $ 0 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Narrative (Details) - Disposed of by sale - Myriad RBM, Inc. $ in Millions | Jul. 01, 2021USD ($) |
Intangible Assets [Line Items] | |
Net decrease in intangible assets due to sale | $ 120 |
Accumulated amortization on intangible assets included in sale | 91.6 |
Purchased licenses and technologies | |
Intangible Assets [Line Items] | |
Intangible assets included in sale | 199.1 |
Customer relationships | |
Intangible Assets [Line Items] | |
Intangible assets included in sale | 4.7 |
Trademarks | |
Intangible Assets [Line Items] | |
Intangible assets included in sale | 3 |
In-process research and development | |
Intangible Assets [Line Items] | |
Intangible assets included in sale | $ 4.8 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Intangible Assets (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
Intangible Assets [Line Items] | ||
Gross Carrying Amount, amortizable | $ 617.4 | $ 825.9 |
Accumulated Amortization | (202.6) | (254.2) |
Net, amortizable | 414.8 | 571.7 |
Non-amortizable | 4.8 | |
Gross Carrying Amount, total | 617.4 | 830.7 |
Net, total | 414.8 | 576.5 |
Purchased licenses and technologies | ||
Intangible Assets [Line Items] | ||
Gross Carrying Amount, amortizable | 617.4 | 818.2 |
Accumulated Amortization | (202.6) | (248.2) |
Net, amortizable | $ 414.8 | 570 |
Customer relationships | ||
Intangible Assets [Line Items] | ||
Gross Carrying Amount, amortizable | 4.7 | |
Accumulated Amortization | (4.5) | |
Net, amortizable | 0.2 | |
Trademarks | ||
Intangible Assets [Line Items] | ||
Gross Carrying Amount, amortizable | 3 | |
Accumulated Amortization | (1.5) | |
Net, amortizable | 1.5 | |
In-process research and development | ||
Intangible Assets [Line Items] | ||
Non-amortizable | $ 4.8 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Amortization on Intangible Assets (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization of intangible assets | $ 11.6 | $ 15.3 | $ 40.6 | $ 45.8 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Employee compensation and benefits | $ 54 | $ 48.9 |
Legal accrual | 48 | 0 |
Accrued taxes payable | 17.3 | 4.3 |
Refunds payable and reserves | 8.9 | 9.3 |
Short-term contingent consideration | 3.3 | 3.4 |
Accrued royalties | 5 | 3.8 |
Purchase commitment | 5.2 | 0 |
Other accrued liabilities | 21.5 | 9.4 |
Total accrued liabilities | $ 163.2 | $ 79.1 |
Long-Term Debt - Narrative (Det
Long-Term Debt - Narrative (Details) - USD ($) | Jul. 01, 2022 | Jul. 31, 2021 | Jul. 31, 2018 | Jun. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2022 | Feb. 21, 2021 | Dec. 23, 2016 |
Debt Instrument [Line Items] | ||||||||||
Principal repayment | $ 226,400,000 | $ 0 | ||||||||
Outstanding balances | $ 224,800,000 | 0 | ||||||||
Debt discount reclassified to other assets | 1,800,000 | |||||||||
Unamortized debt discount | 1,900,000 | |||||||||
Revolving credit facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum aggregate principal commitment | $ 300,000,000 | |||||||||
Principal repayment | $ 226,400,000 | |||||||||
Revolving credit facility | Amended facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maturity date | Jul. 31, 2023 | |||||||||
Maximum aggregate principal commitment | $ 350,000,000 | 350,000,000 | $ 250,000,000 | $ 300,000,000 | ||||||
Minimum liquidity covenant | 150,000,000 | |||||||||
Minimum unrestricted cash and cash equivalents threshold per covenant | $ 150,000,000 | |||||||||
Principal repayment | $ 106,400,000 | $ 0 | ||||||||
Revolving credit facility | Amended facility | Forecast | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Undrawn fee (percent) | 0.50% | |||||||||
LIBOR floor (percent) | 1.00% | |||||||||
Revolving credit facility | Amended facility | Forecast | Minimum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Undrawn fee (percent) | 0.25% | |||||||||
Revolving credit facility | Amended facility | Forecast | Maximum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Undrawn fee (percent) | 0.45% | |||||||||
Revolving credit facility | Amended facility | LIBOR | Forecast | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on rate (percent) | 3.50% | |||||||||
Revolving credit facility | Amended facility | LIBOR | Forecast | Minimum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on rate (percent) | 1.50% | |||||||||
Revolving credit facility | Amended facility | LIBOR | Forecast | Maximum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on rate (percent) | 2.50% |
Other Long-Term Liabilities (De
Other Long-Term Liabilities (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
Other Liabilities Disclosure [Abstract] | ||
Contingent consideration | $ 5.5 | $ 7.4 |
Other | 5.3 | 7.3 |
Total other long-term liabilities | $ 10.8 | $ 14.7 |
Preferred and Common Stockhol_3
Preferred and Common Stockholders' Equity - Narrative (Details) - USD ($) | 9 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2016 | |
Class of Stock [Line Items] | |||||
Preferred stock authorized (shares) | 5,000,000 | ||||
Preferred stock, par value (dollars per share) | $ 0.01 | ||||
Preferred stock outstanding (shares) | 0 | ||||
Common stock authorized (shares) | 150,000,000 | ||||
Common stock, par value (dollars per share) | $ 0.01 | ||||
Common stock issued (shares) | 79,700,000 | 75,200,000 | 75,400,000 | 74,500,000 | |
Common stock outstanding (shares) | 79,700,000 | 75,200,000 | 75,400,000 | 74,500,000 | |
Share repurchase program, remaining repurchase authorization | $ 110,700,000 | ||||
Shares repurchased | 0 | 0 | |||
Eighth Share Repurchase Program | |||||
Class of Stock [Line Items] | |||||
Share repurchase program, authorized amount | $ 200,000,000 |
Preferred and Common Stockhol_4
Preferred and Common Stockholders' Equity - Common Shares Issued and Outstanding (Details) - shares shares in Millions | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Common shares issued and outstanding | ||
Beginning common stock issued | 75.4 | 74.5 |
Beginning common stock outstanding | 75.4 | 74.5 |
Common stock issued upon exercise of options, vesting of restricted stock units, and purchases under employee stock purchase plan | 4.3 | 0.7 |
Common stock issued at end of period | 79.7 | 75.2 |
Common stock outstanding at end of period | 79.7 | 75.2 |
Preferred and Common Stockhol_5
Preferred and Common Stockholders' Equity - Reconciliation of Denominators of Basic and Diluted Earnings Per Share Computations (Details) - shares shares in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Equity [Abstract] | ||||
Weighted-average shares outstanding used to compute basic EPS | 78.8 | 74.7 | 77.3 | 74.6 |
Effect of dilutive shares | 2.7 | 0 | 0 | 0 |
Weighted-average shares outstanding and dilutive securities used to compute diluted EPS | 81.5 | 74.7 | 77.3 | 74.6 |
Preferred and Common Stockhol_6
Preferred and Common Stockholders' Equity - Potentially Dilutive Common Shares Excluded from EPS Computation (Details) - shares shares in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Equity [Abstract] | ||||
Anti-dilutive options and RSUs excluded from EPS computation | 0.1 | 7.3 | 4.9 | 7.3 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ in Millions | Sep. 23, 2021 | Sep. 30, 2021 | Dec. 31, 2012 |
Share-Based Compensation [Line Items] | |||
Unrecognized stock-based compensation expense related to stock options | $ 2.6 | ||
Options and RSUs | Non-employee director | |||
Share-Based Compensation [Line Items] | |||
Service period for award vesting (in years) | 1 year | ||
Stock options | |||
Share-Based Compensation [Line Items] | |||
Service period for award vesting (in years) | 4 years | ||
Weighted-average period for recognition of stock-based compensation expense (in years) | 2 years 3 months 18 days | ||
Stock options | Awards granted after December 5, 2012 | |||
Share-Based Compensation [Line Items] | |||
Award expiration period (in years) | 8 years | ||
Stock options | Awards granted prior to December 5, 2012 | |||
Share-Based Compensation [Line Items] | |||
Award expiration period (in years) | 10 years | ||
RSUs | |||
Share-Based Compensation [Line Items] | |||
Service period for award vesting (in years) | 4 years | ||
Unrecognized stock-based compensation expense related to RSUs | $ 68.2 | ||
Weighted-average period for recognition of stock-based compensation expense (in years) | 2 years 7 months 6 days | ||
2017 Plan | |||
Share-Based Compensation [Line Items] | |||
Shares available for grant | 3,600,000 | ||
2012 Purchase Plan | |||
Share-Based Compensation [Line Items] | |||
Number of shares authorized | 2,000,000 | ||
Number of additional shares authorized | 2,000,000 | ||
Maximum number of shares per participant per offering period | 5,000 | ||
Shares available for issuance under the Plan | 100,000 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Option Activity (Details) shares in Millions | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Options, Number of shares | |
Options outstanding, beginning (shares) | shares | 5.2 |
Options granted (shares) | shares | 0 |
Options exercised (shares) | shares | (3.6) |
Options canceled or expired (shares) | shares | (0.1) |
Options outstanding, ending (shares) | shares | 1.5 |
Options exercisable at end of period (shares) | shares | 1.1 |
Options, Weighted average exercise price | |
Options outstanding, beginning (dollars per share) | $ / shares | $ 23.24 |
Options granted (dollars per share) | $ / shares | 0 |
Options exercised (dollars per share) | $ / shares | 24.26 |
Options canceled or expired (dollars per share) | $ / shares | 25.03 |
Options outstanding, ending (dollars per share) | $ / shares | 20.57 |
Options exercisable at end of period (dollars per share) | $ / shares | $ 23.20 |
Stock-Based Compensation - RSU
Stock-Based Compensation - RSU Activity (Details) - RSUs shares in Millions | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
RSUs, Number of shares | |
RSUs outstanding, beginning (shares) | shares | 3.2 |
RSUs granted (shares) | shares | 1.7 |
RSUs vested (shares) | shares | (0.8) |
RSUs canceled (shares) | shares | (0.7) |
RSUs outstanding, ending (shares) | shares | 3.4 |
RSUs, Weighted average grant date fair value | |
RSUs outstanding, beginning (dollars per share) | $ / shares | $ 20.56 |
RSUs granted (dollars per share) | $ / shares | 29.95 |
RSUs vested (dollars per share) | $ / shares | 24 |
RSUs canceled (dollars per share) | $ / shares | 24.63 |
RSUs outstanding, ending (dollars per share) | $ / shares | $ 23.91 |
Stock-Based Compensation - St_2
Stock-Based Compensation - Stock-Based Compensation Expense (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share-Based Compensation Expense [Line Items] | ||||
Total stock-based compensation expense | $ 10 | $ 8.4 | $ 27.9 | $ 17.8 |
Cost of molecular diagnostic testing | ||||
Share-Based Compensation Expense [Line Items] | ||||
Total stock-based compensation expense | 0.4 | 0.3 | 1.1 | 1 |
Cost of pharmaceutical and clinical services | ||||
Share-Based Compensation Expense [Line Items] | ||||
Total stock-based compensation expense | 0 | 0.1 | 0.1 | 0.3 |
Research and development expense | ||||
Share-Based Compensation Expense [Line Items] | ||||
Total stock-based compensation expense | 0.8 | 1.3 | 3.3 | 3.6 |
Selling, general, and administrative expense | ||||
Share-Based Compensation Expense [Line Items] | ||||
Total stock-based compensation expense | $ 8.8 | $ 6.7 | $ 23.4 | $ 12.9 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Taxes [Line Items] | ||||
Income tax expense (benefit) | $ 15.2 | $ (28.5) | $ 6 | $ (47.4) |
Approximate tax rate | 38.20% | 65.20% | (44.10%) | 20.30% |
State | California | Earliest tax year | ||||
Income Taxes [Line Items] | ||||
Tax year being audited in income tax examination | 2017 | |||
State | California | Latest tax year | ||||
Income Taxes [Line Items] | ||||
Tax year being audited in income tax examination | 2018 | |||
State | New Jersey | Earliest tax year | ||||
Income Taxes [Line Items] | ||||
Tax year being audited in income tax examination | 2013 | |||
State | New Jersey | Latest tax year | ||||
Income Taxes [Line Items] | ||||
Tax year being audited in income tax examination | 2017 | |||
Foreign | Germany | Earliest tax year | ||||
Income Taxes [Line Items] | ||||
Tax year being audited in income tax examination | 2013 | |||
Foreign | Germany | Latest tax year | ||||
Income Taxes [Line Items] | ||||
Tax year being audited in income tax examination | 2015 | |||
Foreign | Switzerland | Earliest tax year | ||||
Income Taxes [Line Items] | ||||
Tax year being audited in income tax examination | 2015 | |||
Foreign | Switzerland | Latest tax year | ||||
Income Taxes [Line Items] | ||||
Tax year being audited in income tax examination | 2016 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
Commitments and Contingencies Disclosure [Abstract] | ||
Potential settlement accrual | $ 48 | $ 0 |
Segment and Related Informati_3
Segment and Related Information - Narrative (Details) | 9 Months Ended |
Sep. 30, 2021segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
Segment and Related Informati_4
Segment and Related Information - Segment Revenue and Operating Income (Loss) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Segment Reporting Information [Line Items] | ||||
Revenues | $ 167.3 | $ 145.2 | $ 529.8 | $ 402.4 |
Depreciation and amortization | 14.2 | 17.7 | 49.5 | 53.3 |
Segment operating income (loss) | (79.9) | (39.6) | (147.4) | (241.6) |
Diagnostics | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 161.7 | 130.5 | 496.6 | 362 |
Depreciation and amortization | 13.1 | 16.7 | 45.8 | 50.2 |
Segment operating income (loss) | (21.7) | (0.3) | 26.3 | (127.7) |
Other | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 5.6 | 14.7 | 33.2 | 40.4 |
Depreciation and amortization | 1.1 | 1 | 3.7 | 3.1 |
Segment operating income (loss) | $ (58.2) | $ (39.3) | $ (173.7) | $ (113.9) |
Segment and Related Informati_5
Segment and Related Information - Total Operating Loss for Reportable Segments (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Segment Reporting [Abstract] | ||||||||
Total operating loss for reportable segments | $ (79.9) | $ (39.6) | $ (147.4) | $ (241.6) | ||||
Interest income | 0.2 | 0.4 | 0.6 | 1.7 | ||||
Interest expense | (1.1) | (2.9) | (6.1) | (8.3) | ||||
Other | 120.6 | (1.6) | 139.3 | 14.9 | ||||
Income (loss) before income tax | 39.8 | (43.7) | (13.6) | (233.3) | ||||
Income tax expense (benefit) | 15.2 | (28.5) | 6 | (47.4) | ||||
Net income (loss) | 24.6 | (15.2) | (19.6) | (185.9) | ||||
Net loss attributable to non-controlling interest | 0 | 0 | 0 | (0.1) | ||||
Net income (loss) attributable to Myriad Genetics, Inc. stockholders | $ 24.6 | $ (4.7) | $ (39.5) | $ (15.2) | $ (55.4) | $ (115.2) | $ (19.6) | $ (185.8) |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Supplemental Cash Flow Elements [Abstract] | ||
Cash paid during the period for income taxes | $ 2.4 | $ 2.3 |
Cash paid for interest | 2.1 | 6.9 |
Cash received for income tax receivables | 89.9 | 0 |
Establishment of operating lease right-of-use assets and lease liabilities | ||
Operating lease right-of-use assets | 40.5 | 0 |
Operating lease liabilities | $ 46.8 | $ 0 |
Divestitures - Narrative (Detai
Divestitures - Narrative (Details) - USD ($) $ in Millions | Sep. 13, 2021 | Jul. 01, 2021 | May 28, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 |
Divestitures [Line Items] | ||||||
Loss on non-cancelable purchase commitment | $ 5.2 | |||||
Loss on inventory | 6.5 | $ 0 | ||||
Disposed of by sale | Myriad myPath LLC laboratory | ||||||
Divestitures [Line Items] | ||||||
Proceeds from sale of assets | $ 32.5 | |||||
Net gain on sale of assets adjusted for transaction fees | 31.2 | |||||
Gain (loss) on divestiture | $ 0 | 31.2 | ||||
Transaction costs | $ 1.3 | |||||
Disposed of by sale | Myriad RBM, Inc. | ||||||
Divestitures [Line Items] | ||||||
Proceeds from sale of business | $ 197 | |||||
Gain (loss) on divestiture | 121 | 121 | 121 | |||
Transaction costs | $ 4.8 | |||||
Disposed of by sale | Select operating assets and intellectual property of Myriad Autoimmune business unit | ||||||
Divestitures [Line Items] | ||||||
Proceeds from sale of business | $ 150 | |||||
Gain (loss) on divestiture | (0.6) | $ (0.6) | $ (0.6) | |||
Transaction costs | $ 4.4 |
Divestitures - Other Income (De
Divestitures - Other Income (Details) - USD ($) $ in Millions | Sep. 13, 2021 | Jul. 01, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 |
Divestitures [Line Items] | ||||||
Total Other Income | $ 120.6 | $ (1.6) | $ 139.3 | $ 14.9 | ||
Disposed of by sale | ||||||
Divestitures [Line Items] | ||||||
Gain (loss) on inventory | 0.8 | (11.7) | ||||
Other | (0.6) | (0.6) | ||||
Myriad RBM, Inc. | Disposed of by sale | ||||||
Divestitures [Line Items] | ||||||
Gain (loss) on divestiture | $ 121 | 121 | 121 | |||
Myriad myPath LLC laboratory | Disposed of by sale | ||||||
Divestitures [Line Items] | ||||||
Gain (loss) on divestiture | 0 | 31.2 | ||||
Myriad Autoimmune assets | Disposed of by sale | ||||||
Divestitures [Line Items] | ||||||
Gain (loss) on divestiture | $ (0.6) | $ (0.6) | $ (0.6) |