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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________________________

FORM 10-Q

_________________________________________

(Mark One)

☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2023

OR

☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from            to           

Commission file number:  0-26642

_________________________________________

MYRIAD GENETICS, INC.

(Exact name of registrant as specified in its charter)

_________________________________________

Delaware

(State or other jurisdiction

of incorporation or organization)

320 Wakara Way, Salt Lake City, UT

(Address of principal executive offices)

87-0494517

(I.R.S. Employer Identification No.)

84108

(Zip Code)

Registrant's telephone number, including area code: (801) 584-3600

_________________________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value

MYGN

Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).     Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

x

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

---

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  x

As of April 28, 2023, the registrant had 81,555,161 shares of $0.01 par value common stock outstanding.

---

MYRIAD GENETICS, INC.

INDEX TO FORM 10-Q

						Page
			PART I - Financial Information
Item 1.			Financial Statements
			Condensed Consolidated Balance Sheets as of March 31, 2023 (unaudited) and December 31, 2022			4
			Condensed Consolidated Statements of Operations for the three months ended March 31, 2023 and 2022 (unaudited)			5
			Condensed Consolidated Statements of Comprehensive Loss for the three months ended March 31, 2023 and 2022 (unaudited)			6
			Condensed Consolidated Statements of Stockholders’ Equity for the three months ended March 31, 2023 and 2022 (unaudited)			7
			Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2023 and 2022 (unaudited)			8
			Notes to Condensed Consolidated Financial Statements (unaudited)			9
Item 2.			Management's Discussion and Analysis of Financial Condition and Results of Operations			25
Item 3.			Quantitative and Qualitative Disclosures About Market Risk			31
Item 4.			Controls and Procedures			32
			PART II - Other Information
Item 1.			Legal Proceedings			33
Item 1A.			Risk Factors			33
Item 2.			Unregistered Sales of Equity Securities and Use of Proceeds			35
Item 3.			Defaults Upon Senior Securities			35
Item 4.			Mine Safety Disclosures			36
Item 5.			Other Information			36
Item 6.			Exhibits			36
			Signatures			37

3

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Table of Contents

MYRIAD GENETICS, INC.

AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(in millions)

			March 31, 2023						December 31, 2022
			(unaudited)
ASSETS
Current assets:
Cash and cash equivalents			$	53.6					$	56.9
Marketable investment securities			25.1						58.0
Trade accounts receivable			119.1						101.6
Inventory			21.8						20.1
Prepaid taxes			17.6						17.6
Prepaid expenses and other current assets			24.4						20.4
Total current assets			261.6						274.6
Operating lease right-of-use assets			107.0						103.9
Long-term marketable investment securities			30.4						54.8
Property, plant, and equipment, net			96.3						83.4
Intangibles, net			369.4						379.7
Goodwill			287.1						286.8
Other assets			17.5						15.5
Total assets			$	1,169.3					$	1,198.7
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable			$	36.5					$	28.8
Accrued liabilities			91.7						94.3
Current maturities of operating lease liabilities			15.1						14.1
Total current liabilities			143.3						137.2
Unrecognized tax benefits			28.7						26.8
Long-term deferred taxes			4.1						3.5
Noncurrent operating lease liabilities			146.5						130.9
Other long-term liabilities			11.5						14.5
Total liabilities			334.1						312.9
Commitments and contingencies
Stockholders’ equity:
Common stock, 81.5 million and 81.2 million shares outstanding at March 31, 2023 and December 31, 2022, respectively			0.8						0.8
Additional paid-in capital			1,262.7						1,260.1
Accumulated other comprehensive loss			(7.4)						(8.9)
Accumulated deficit			(420.9)						(366.2)
Total stockholders' equity			835.2						885.8
Total liabilities and stockholders’ equity			$	1,169.3					$	1,198.7

See accompanying notes to Condensed Consolidated Financial Statements.

4

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Table of Contents

MYRIAD GENETICS, INC.

AND SUBSIDIARIES

Condensed Consolidated Statements of Operations (unaudited)

(in millions, except per share amounts)

			Three months ended March 31,
			2023						2022
Testing revenue			$	181.2					$	164.9
Costs and expenses:
Cost of testing revenue			59.2						48.0
Research and development expense			22.5						21.2
Selling, general, and administrative expense			151.7						110.6
Goodwill and long-lived asset impairment charges			—						10.7
Total costs and expenses			233.4						190.5
Operating loss			(52.2)						(25.6)
Other income (expense):
Interest income			0.7						0.1
Interest expense			(0.5)						(0.9)
Other			(0.6)						—
Total other expense, net			(0.4)						(0.8)
Loss before income tax			(52.6)						(26.4)
Income tax expense (benefit)			2.1						(5.9)
Net loss			$	(54.7)					$	(20.5)
Net loss per share:
Basic and diluted			$	(0.67)					$	(0.26)
Weighted average shares outstanding:
Basic and diluted			81.3						80.1

See accompanying notes to Condensed Consolidated Financial Statements.

5

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Table of Contents

MYRIAD GENETICS, INC.

AND SUBSIDIARIES

Condensed Consolidated Statements of Comprehensive Loss (unaudited)

(in millions)

			Three months ended March 31,
			2023						2022
Net loss			$	(54.7)					$	(20.5)
Change in unrealized loss on available-for-sale debt securities, net of tax			1.2						(1.3)
Change in foreign currency translation adjustment, net of tax			0.3						(1.2)
Comprehensive loss			$	(53.2)					$	(23.0)

See accompanying notes to Condensed Consolidated Financial Statements.

6

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Table of Contents

MYRIAD GENETICS, INC.

AND SUBSIDIARIES

Condensed Consolidated Statements of Stockholders’ Equity (unaudited)

(in millions)

			Common stock						Additional paid-in capital						Accumulated other comprehensive loss						Accumulated deficit						Myriad Genetics, Inc. Stockholders’ equity
BALANCES AT DECEMBER 31, 2021			$	0.8					$	1,226.3					$	(5.1)					$	(254.2)					$	967.8
Issuance of common stock under stock-based compensation plans, net of shares exchanged for withholding tax			—						(4.8)						—						—						(4.8)
Stock-based payment expense			—						10.1						—						—						10.1
Net loss			—						—						—						(20.5)						(20.5)
Other comprehensive loss, net of tax			—						—						(2.5)						—						(2.5)
BALANCES AT MARCH 31, 2022			$	0.8					$	1,231.6					$	(7.6)					$	(274.7)					$	950.1
BALANCES AT DECEMBER 31, 2022			$	0.8					$	1,260.1					$	(8.9)					$	(366.2)					$	885.8
Issuance of common stock under stock-based compensation plans, net of shares exchanged for withholding tax			—						(4.9)						—						—						(4.9)
Stock-based payment expense			—						7.5						—						—						7.5
Net loss			—						—						—						(54.7)						(54.7)
Other comprehensive loss, net of tax			—						—						1.5						—						1.5
BALANCES AT MARCH 31, 2023			$	0.8					$	1,262.7					$	(7.4)					$	(420.9)					$	835.2

See accompanying notes to Condensed Consolidated Financial Statements.

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MYRIAD GENETICS, INC.

AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows (unaudited)

(in millions)

			Three months ended March 31,
			2023						2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss			$	(54.7)					$	(20.5)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization			19.4						13.0
Non-cash interest expense			0.3						0.2
Non-cash lease expense			2.9						3.1
Tenant improvement allowance received			13.2						—
Stock-based compensation expense			7.5						10.1
Deferred income taxes			0.1						(5.9)
Unrecognized tax benefits			1.9						0.2
Net realized losses on marketable investment securities			0.5						—
Impairment of goodwill and long-lived assets			—						10.7
Changes in assets and liabilities:
Prepaid expenses and other current assets			(4.0)						(3.0)
Trade accounts receivable			(17.5)						(10.5)
Inventory			(1.7)						(0.2)
Prepaid taxes			—						(0.4)
Other assets			(2.3)						(0.3)
Accounts payable			7.6						(3.2)
Accrued expenses and other liabilities			(6.5)						(35.3)
Deferred revenues			0.1						(4.5)
Net cash used in operating activities			(33.2)						(46.5)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures			(23.5)						(6.3)
Purchases of marketable investment securities			—						(52.1)
Proceeds from maturities and sales of marketable investment securities			58.1						17.1
Net cash provided by (used in) investing activities			34.6						(41.3)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from common stock issued under stock-based compensation plans			—						0.3
Payment of tax withheld for common stock issued under stock-based compensation plans			(4.9)						(5.1)
Net cash used in financing activities			(4.9)						(4.8)
Effect of foreign exchange rates on cash, cash equivalents, and restricted cash			0.2						(0.6)
Net decrease in cash, cash equivalents, and restricted cash			(3.3)						(93.2)
Cash, cash equivalents, and restricted cash at beginning of the period			66.4						258.8
Cash, cash equivalents, and restricted cash at end of the period			$	63.1					$	165.6

See accompanying notes to Condensed Consolidated Financial Statements.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1.BASIS OF PRESENTATION

Myriad Genetics, Inc. (together with its subsidiaries, the “Company” or “Myriad”) is a leading genetic testing and precision medicine company dedicated to advancing health and well-being for all. Myriad provides insights that help people take control of their health and enable healthcare providers to better detect, treat, and prevent disease. Myriad develops and offers genetic tests that help assess the risk of developing disease or disease progression and guide treatment decisions across medical specialties where genetic insights can significantly improve patient care and lower health care costs. The Company currently operates as a single reporting segment. The Company’s principal executive office is located in Salt Lake City, Utah.

The accompanying Condensed Consolidated Financial Statements for the Company have been prepared in accordance with United States ("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 Annual Report on Form 10-K for the year ended December 31, 2022 (the “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.

The Company has historically experienced seasonality in its business. In the quarter ended March 31, the Company has typically experienced a decrease in volumes due to the annual reset of patient deductibles; however, for the three months ended March 31, 2023, the Company experienced an increase sequentially in volumes across its Prenatal, Pharmacogenomics, and Tumor Profiling products. Additionally, the volume of testing is negatively impacted by the summer season, which is generally reflected in the quarter ended September 30. The volume of testing in the quarter ended December 31 is generally strong as the Company typically experiences an increase in volumes from patients who have met their annual insurance deductible. Historical patterns of seasonality may not continue in future periods. Additionally, operating results for the three months ended March 31, 2023 may not necessarily be indicative of results to be expected for any other interim period or for the full year.

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2.REVENUE

The Company primarily generates revenue by performing genetic testing. Testing revenues are primarily derived from the following categories of products: Hereditary Cancer (myRisk, BRACAnalysis, BRACAnalysis CDx), Tumor Profiling (MyChoice CDx, Prolaris, and EndoPredict), Prenatal (Foresight, Prequel, and SneakPeek), and Pharmacogenomics (GeneSight). Revenue is recorded at the estimated transaction price. The Company has determined that the communication of test results indicates transfer of control for revenue recognition purposes.

The following table presents detail regarding the composition of the Company’s total revenue by product type and by geographical region, either U.S. or rest of world (“RoW”):

			Three months ended March 31,
			2023																					2022
(in millions)			U.S.						RoW						Total									U.S.						RoW						Total
Testing revenues:
Hereditary Cancer			$	64.0					$	11.7					$	75.7								$	60.7					$	10.2					$	70.9
Tumor Profiling			28.8						8.5						37.3									19.7						12.8						32.5
Prenatal			36.0						0.2						36.2									31.7						0.2						31.9
Pharmacogenomics			32.0						—						32.0									29.3						—						29.3
Other			—						—						—									0.3						—						0.3
Total revenue			$	160.8					$	20.4					$	181.2								$	141.7					$	23.2					$	164.9

Under ASC 606, Revenue from Contracts with Customers ("ASC 606"), an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company performs its obligation under a contract with a customer by processing 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, which is included in Accrued liabilities in the Condensed Consolidated Balance Sheets.

In accordance with ASC 606, 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. In determining the expected value, 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 Loss.

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Cash collections for certain tests delivered may differ from rates 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. As a result of this new information, the Company updates its estimate of the amounts to be recognized for previously delivered tests, the impact of which was not material to the Company's Condensed Consolidated Statements of Operations for the three months ended March 31, 2023. During the three months ended March 31, 2022, the Company recognized $12.4 million in revenue, which resulted in a $0.12 impact to earnings per share, for tests in which the performance obligation of delivering test results was met in prior periods primarily driven by changes in the estimated transaction price.

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, 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 11% and 13% of total revenue for the three months ended March 31, 2023 and March 31, 2022, 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 March 31, 2023 or December 31, 2022. The Company does not require collateral from its customers.

3.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 March 31, 2023 and December 31, 2022 were as follows:

(in millions)			Amortized cost						Gross unrealized holding gains						Gross unrealized holding losses						Estimated fair value
March 31, 2023
Cash and cash equivalents:
Cash			$	51.9					$	—					$	—					$	51.9
Cash equivalents			1.7						—						—						1.7
Total cash and cash equivalents			53.6						—						—						53.6
Available-for-sale:
Corporate bonds and notes			29.3						—						(0.9)						28.4
Municipal bonds			8.7						—						(0.1)						8.6
Federal agency issues			14.5						—						(0.4)						14.1
U.S. government securities			4.5						—						(0.1)						4.4
Total			$	110.6					$	—					$	(1.5)					$	109.1

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(in millions)			Amortized cost						Gross unrealized holding gains						Gross unrealized holding losses						Estimated fair value
December 31, 2022
Cash and cash equivalents:
Cash			$	53.6					$	—					$	—					$	53.6
Cash equivalents			3.3						—						—						3.3
Total cash and cash equivalents			56.9						—						—						56.9
Available-for-sale:
Corporate bonds and notes			66.7						—						(1.6)						65.1
Municipal bonds			16.3						—						(0.3)						16.0
Federal agency issues			20.7						—						(0.7)						20.0
U.S. government securities			11.8						—						(0.1)						11.7
Total			$	172.4					$	—					$	(2.7)					$	169.7

Cash, cash equivalents, and maturities of debt securities classified as available-for-sale securities were as follows at March 31, 2023:

(in millions)			Amortized cost						Estimated fair value
Cash			$	51.9					$	51.9
Cash equivalents			1.7						1.7
Available-for-sale:
Due within one year			25.4						25.1
Due after one year through five years			31.6						30.4
Due after five years			—						—
Total			$	110.6					$	109.1

The Company does not intend to sell these available-for-sale debt securities, and it is not more likely than not that the Company will be required to sell these securities prior to recovery of their amortized cost basis. Additional information relating to fair value of marketable investment securities can be found in Note 4.

4.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.

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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 related to the acquisitions of Sividon Diagnostics GmbH ("Sividon") and Gateway Genomics, LLC ("Gateway"), 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 contingent consideration liability. This fair value measurement is considered a Level 3 measurement because the Company estimates projections during the expected measurement periods of approximately 12.25 years and 2 years for Sividon and Gateway, respectively, 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 contingent consideration itself, the related projections, and the overall business. The contingent consideration 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 Selling, general and administrative expense 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
March 31, 2023
Money market funds (a)			$	1.7					$	—					$	—					$	1.7
Corporate bonds and notes			—						28.4						—						28.4
Municipal bonds			—						8.6						—						8.6
Federal agency issues			—						14.1						—						14.1
U.S. government securities			—						4.4						—						4.4
Contingent consideration			—						—						(6.8)						(6.8)
Total			$	1.7					$	55.5					$	(6.8)					$	50.4

(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, 2022
Money market funds (a)			$	3.3					$	—					$	—					$	3.3
Corporate bonds and notes			—						65.1						—						65.1
Municipal bonds			—						16.0						—						16.0
Federal agency issues			—						20.0						—						20.0
U.S. government securities			—						11.7						—						11.7
Contingent consideration			—						—						(6.8)						(6.8)
Total			$	3.3					$	112.8					$	(6.8)					$	109.3

(a)Money market funds are primarily comprised of exchange traded funds and accrued interest.

There was no significant change in the fair value of total contingent consideration between December 31, 2022 and March 31, 2023.

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5.PROPERTY, PLANT AND EQUIPMENT, NET

The property, plant and equipment at March 31, 2023 and December 31, 2022 were as follows:

(in millions)			March 31, 2023									December 31, 2022
Leasehold improvements			$	80.4								$	67.9
Equipment			128.1									124.7
Property, plant and equipment, gross			208.5									192.6
Less accumulated depreciation			(112.2)									(109.2)
Property, plant and equipment, net			$	96.3								$	83.4

During the three months ended March 31, 2023, the Company incurred $5.7 million of accelerated depreciation of leasehold improvements and equipment in connection with the Company's decision to cease the use of its corporate headquarters in Salt Lake City and transition corporate support operations to its new facility in west Salt Lake City. As the Company expects to recover the carrying value of the related right-of-use assets through the designation of a sub-lessee or new tenant for the facility, the Company has not recognized a loss on the lease as of March 31, 2023. See Note 15 for further discussion.

During the three months ended March 31, 2022, the Company ceased the use of certain leased Salt Lake City facilities. As a result, the Company recognized a $2.1 million impairment on the property, plant and equipment associated with the leases, which consisted primarily of leasehold improvements. See Note 15 for further discussion.

The Company recorded depreciation during the respective periods as follows:

			Three months ended March 31,
(in millions)			2023									2022
Depreciation expense			$	8.7								$	2.8

6.GOODWILL AND INTANGIBLE ASSETS

Goodwill

The following table summarizes the changes in the carrying amount of goodwill for the three months ended March 31, 2023:

(in millions)			Total
Beginning balance			$	286.8
Translation adjustments			0.3
Ending balance			$	287.1

Intangible Assets

Intangible assets consist of amortizable assets of developed technologies, customer relationships, and trademarks. The following summarizes the amounts reported as intangible assets:

(in millions)			Gross Carrying Amount						Accumulated Amortization						Net
At March 31, 2023
Developed technologies			$	625.6					$	(263.5)					$	362.1
Customer relationships			1.6						(0.1)						1.5
Trademarks			6.1						(0.3)						5.8
Total intangible assets			$	633.3					$	(263.9)					$	369.4

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(in millions)			Gross Carrying Amount						Accumulated Amortization						Net
At December 31, 2022
Developed technologies			$	625.0					$	(252.9)					$	372.1
Customer relationships			1.6						—						1.6
Trademarks			6.1						(0.1)						6.0
Total intangible assets			$	632.7					$	(253.0)					$	379.7

The Company recorded amortization expense during the respective periods for these intangible assets as follows:

			Three months ended March 31,
(in millions)			2023									2022
Amortization of intangible assets			$	10.7								$	10.2

7.ACCRUED LIABILITIES

The Company's accrued liabilities at March 31, 2023 and December 31, 2022 were as follows:

(in millions)			March 31, 2023									December 31, 2022
Employee compensation and benefits			$	39.1								$	41.2
Accrued taxes payable			4.7									4.8
Refunds payable and reserves			18.5									19.3
Short-term contingent consideration			3.0									—
Accrued royalties			5.0									4.8
Other accrued liabilities			21.4									24.2
Total accrued liabilities			$	91.7								$	94.3

8.LONG-TERM DEBT

On December 23, 2016, the Company entered into a senior secured revolving credit facility (the “Facility”) as borrower, with the lenders from time to time party thereto. On July 31, 2018, the Company entered into Amendment No. 1 to the Facility, which effected an “amend and extend” transaction with respect to the Facility by which the maturity date thereof was extended to July 31, 2023 (the "Maturity Date") 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 to the Facility, which waived the Company’s compliance with certain covenants and modified the interest rate and other terms during the modification period from March 31, 2020 through June 30, 2021 (as modified, the “Modification Period”). This amendment included a modification to the leverage covenant and the interest coverage ratio covenant, which were waived through March 31, 2021, as well as revisions to certain negative covenants of the Facility during the Modification Period. On February 22, 2021, the Company entered into Amendment No. 3 to the Facility, which waived compliance with the leverage ratio and the interest coverage ratio covenants through the quarter ended March 31, 2022 and also lowered the minimum liquidity covenant (which was added by Amendment No. 2) to $150 million, and made it applicable through such quarter. Amendment No. 3 also restricted the Company from borrowing under the Facility if unrestricted cash, cash equivalents and marketable investment securities exceed $150.0 million, unless such borrowings are in connection with permitted acquisitions, 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, 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. On July 26, 2022, the Company entered into Amendment No. 4 to the Facility (the "Amended Facility"), which extended the Modification Period through the Maturity Date, decreased the maximum aggregate principal commitment from $250.0 million to $200.0 million, with a further reduction to $150.0 million as of December 31, 2022, waived compliance with the leverage ratio and interest coverage ratio covenants through the Maturity Date, and provided for monthly reporting of the Company's liquidity if the total revolving credit exposure is greater than $0, without giving effect to the dollar amount of any letter of credit exposure not in excess of $5.0 million.

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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 under the Amended Facility or otherwise, 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.

The Amended Facility contains customary loan terms, interest rates, representations and warranties, and affirmative and negative covenants, 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 balances and the undrawn fee was increased to 50 basis points during the Modification Period. Amendment No. 4 replaced the option to make Eurodollar borrowings, which bore interest by reference to the LIBOR rate, with term benchmark loans, which will bear interest by reference to the secured overnight financing rate ("SOFR"). Amendment No. 4 did not modify the applicable margins and undrawn fee amounts. The interest rate for term benchmark loans continues to be fixed at a spread of SOFR plus 350 basis points on drawn balances and undrawn fees continue to be 50 basis points. The SOFR floor was revised to 0.0%. The Company was in compliance with all applicable financial covenants at March 31, 2023.

The Company had no outstanding balances under the Amended Facility as of March 31, 2023 and December 31, 2022. The Amended Facility expires on July 31, 2023. There is no guarantee that the Company will be able to replace the Amended Facility or that the Company will be able to secure additional funding or other financing options in a timely manner or on favorable terms, if at all. If the Company is unable to secure additional funding or other financing options when needed or desired, the Company's operations could be negatively impacted in future periods.

9.OTHER LONG-TERM LIABILITIES

The Company's other long-term liabilities at March 31, 2023 and December 31, 2022 were as follows:

(in millions)			March 31, 2023									December 31, 2022
Contingent consideration			$	3.8								$	6.8
Other			7.7									7.7
Total other long-term liabilities			$	11.5								$	14.5

The Company's balance of other long-term liabilities at March 31, 2023 and December 31, 2022 consisted primarily of the long-term portion of contingent consideration related to the acquisitions of Sividon and Gateway and a liability related to the acquisition of Gateway. A corresponding amount of cash has been restricted for the potential payment to Gateway under the indemnity and escrow provisions of the Gateway acquisition agreement. See Note 16 for additional information on the Gateway acquisition.

10.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 shares of preferred stock outstanding at March 31, 2023.

The Company is authorized to issue up to 150.0 million shares of common stock, par value $0.01 per share. There were 81.5 million shares of common stock issued and outstanding at March 31, 2023.

Shares of common stock issued and outstanding

			Three months ended March 31,
(in millions)			2023									2022
Beginning common stock issued and outstanding			81.2									80.0
Common stock issued upon exercise of options, vesting of restricted stock units, and purchases under employee stock purchase plan			0.3									0.3
Common stock issued and outstanding at end of period			81.5									80.3

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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 March 31,
(in millions)			2023									2022
Denominator:
Weighted-average shares outstanding used to compute basic EPS			81.3									80.1
Effect of dilutive shares			—									—
Weighted-average shares outstanding and dilutive securities used to compute diluted EPS			81.3									80.1

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 shares of common stock, which may be dilutive to future diluted earnings per share, are as follows:

			Three months ended March 31,
(in millions)			2023									2022
Anti-dilutive options and RSUs excluded from EPS computation			5.6									5.5

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. The Company may repurchase its 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 March 31, 2023, the Company has $110.7 million remaining under its current share repurchase authorization. No shares were repurchased during the three months ended March 31, 2023 or March 31, 2022 under this authorization.

11.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 (the "CHCC") of the Board of Directors, to make grants of restricted stock and stock unit awards to employees, consultants, and directors. Stockholders have approved amendments to the 2017 Plan increasing the shares available to grant. As of March 31, 2023, the Company has 0.1 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.

The number of shares, terms, and vesting periods are generally determined by the Company’s Board of Directors or the CHCC on an award-by-award basis. RSUs granted to employees generally vest ratably over three or four years or as cliff vesting after three 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 performance-based RSUs ("PSUs") awarded to certain employees may be increased or may be reduced based on certain additional performance and market metrics. RSUs granted to non-employee directors vest in full upon the earlier of the completion of one year of service following the date of the grant or the date of the next annual meeting of stockholders following such grant. Options granted to the Company's President and Chief Executive Officer as an inducement to his employment expire on August 13, 2027.

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The performance and market conditions associated with PSU awards granted during the three months ended March 31, 2023 include vesting that is based on revenue targets (34% weighting), adjusted earnings per share targets (33% weighting), and relative total stockholder return (33% weighting) measured against the Nasdaq Health Care Index (IXHC) using the 20-trading day averages at the beginning and end of the measurement period. The measurement period for the relative total stockholder return metric is January 1, 2023 through December 31, 2025, and the revenue and adjusted earnings per share metrics will be measured based on fiscal year 2025 results. The Company estimates the likelihood of achievement of performance conditions for all PSU awards at the end of each period. To extent those awards or portions thereof are considered probable of being achieved, such awards or portions thereof are expensed over the performance period. The portion of the awards pertaining to relative total stockholder return represent market conditions and, accordingly, the estimated fair value of such awards are recognized over the performance period.

Stock Options

A summary of the stock option activity for the three months ended March 31, 2023 is as follows:

(number of shares in millions)			Number of Shares						Weighted Average Exercise Price
Options outstanding at December 31, 2022			0.7						$	13.38
Less:
Options exercised			—						$	—
Options canceled or expired			—						$	—
Options outstanding at March 31, 2023			0.7						$	13.38
Options exercisable at March 31, 2023			0.4						$	13.38

As of March 31, 2023, there was $0.9 million of total unrecognized stock-based compensation expense related to stock options that will be recognized over a weighted-average period of 1.4 years. There were no options granted during the three months ended March 31, 2023.

Restricted Stock Units

A summary of the RSU awards activity under the Company’s equity plan and inducement awards, including PSU awards, for the three months ended March 31, 2023 is as follows:

(number of shares in millions)			Number of Shares						Weighted Average Grant Date Fair Value
RSUs unvested and outstanding at December 31, 2022			3.7						$	25.08
RSUs granted			1.8						$	24.19
Less:
RSUs vested			(0.6)						$	28.07
RSUs canceled			—						$	25.42
RSUs unvested and outstanding at March 31, 2023			4.9						$	24.41

Employee Stock Purchase Plan

The Company also has an Employee Stock Purchase Plan that was initially approved by stockholders in 2012 and was amended and approved by the Board of Directors of the Company on September 23, 2021 and the stockholders on June 2, 2022 (the "Amended and Restated 2012 Purchase Plan"), under which 4.0 million shares of common stock were authorized.  Shares are issued under the Amended and Restated Purchase Plan twice yearly at the end of each offering period and the number of shares that may be purchased by any participant during an offering period is limited to 5,000 shares. As of March 31, 2023, 1.7 million shares of common stock were available for issuance under the Amended and Restated 2012 Purchase Plan.

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Stock-Based Compensation Expense

Stock-based compensation expense recognized and included in the Condensed Consolidated Statements of Operations and Comprehensive Loss was allocated as follows:

			Three months ended March 31,
(in millions)			2023									2022
Cost of testing revenue			$	0.3								$	0.3
Research and development expense			0.6									2.4
Selling, general, and administrative expense			6.6									7.4
Total stock-based compensation expense			$	7.5								$	10.1

As of March 31, 2023, there was $95.0 million of total unrecognized stock-based compensation expense related to RSUs that is expected to be recognized over a weighted-average period of 2.7 years. The Company recognizes forfeitures as they occur. In the event that a PSU is determined to be improbable of vesting, the Company records an adjustment to reverse all previously recognized expense associated with the equity award in the current period.

12.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 March 31, 2023 was $2.1 million, or approximately (4.0)% of pre-tax loss compared to an income tax benefit of $5.9 million, or approximately 22.3% of pre-tax loss, for the three months ended March 31, 2022. For the three months ended March 31, 2023, the Company’s effective tax rate differs from the U.S. federal statutory rate primarily due to the recognition of valuation allowances. Due to the Company's cumulative loss and the exhaustion of future taxable income from the reversal of taxable temporary differences, the Company's estimated annual effective tax rate for the current year includes a valuation allowance against the majority of the current year increase in deferred tax assets. For the three months ended March 31, 2022, the Company’s effective tax rate differs from the U.S. federal statutory rate primarily due to disallowed executive compensation, disallowed meals and entertainment expenses, stock compensation expenses, and asset impairment expenses.

13.COMMITMENTS AND CONTINGENCIES

The Company is involved from time to time in various disputes, claims and legal actions, including class actions and other litigation, including the matters described below, arising in the ordinary course of business. Such actions may include allegations of negligence, product or professional liability or other legal claims, and could involve claims for substantial compensatory and punitive damages or claims for indeterminate amounts of damages. The Company is also involved, from time to time, in investigations by governmental agencies regarding its business which may result in adverse judgments, settlements, fines, penalties, injunctions or other relief. In addition, certain federal and state statutes, including the qui tam provisions of the federal False Claims Act, allow private individuals to bring lawsuits against healthcare companies on behalf of the government or private payors. The Company has received subpoenas from time to time related to billing or other practices based on the False Claims Act or other federal and state statutes, regulations or other laws.

The Company intends to defend its current litigation matters, but cannot provide any assurance as to the ultimate outcome or that an adverse resolution would not have a material adverse effect on its financial condition, results of operations or cash flows.

The Company assesses legal contingencies to determine the degree of probability and range of possible loss for potential accrual in its financial statements. When evaluating legal contingencies, the Company may be unable to provide a meaningful estimate due to a number of factors, including the proceedings may be in early stages, there may be uncertainty as to the outcome of pending appeals or motions, there may be significant factual issues to be resolved, and there may be complex or novel legal theories to be presented. In addition, damages may not be specified or the damage amounts claimed may be unsupported, exaggerated or unrelated to possible outcomes, and therefore, such amounts are not a reliable indicator of potential liability.

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As of March 31, 2023, the Company has not recorded any material accrual for loss contingencies associated with legal proceedings or other matters or determined that an unfavorable outcome is probable and reasonably estimable in accordance with ASC 450, Contingencies. However, it is possible that the ultimate resolution of legal proceedings or other matters, if unfavorable, may be material to the Company's results of operations, financial condition or cash flows. Further, in the event that damages from an unfavorable resolution of one or more of these proceedings exceed the aggregate amount of the coverage limits of the Company’s insurance, or if the Company’s insurance carriers disclaim coverage, the amounts payable by the Company could also have a material adverse impact on the Company’s results of operations, financial condition or cash flows.

Securities Class Action

On September 27, 2019, a class action complaint was filed in the U.S. 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 U.S. District Court for the District of Utah denied the Company's motion to dismiss. On December 1, 2021, the U.S. District Court for the District of Utah granted plaintiff's motion for class certification. The parties currently are engaged in expert discovery.

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 the Company's 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. On November 19, 2021, this action was stayed by the Delaware Court of Chancery pending the resolution of the securities class action lawsuit.

On January 18, 2022, a stockholder derivative complaint was filed in the Delaware Court of Chancery 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 the Hickock stockholder derivative action. The plaintiff, Esther Kogus, asserts that the Individual Defendants breached their fiduciary duties and also asserts unjust enrichment and aiding and abetting breaches of fiduciary duty claims against the Individual Defendants. Plaintiff Kogus seeks, on behalf of the Company, damages allegedly sustained by the Company as a result of the alleged breaches and claims, and restitution from the Individual Defendants. On behalf of herself, plaintiff Kogus seeks legal and other costs and fees relating to this action.

On March 3, 2022, the Delaware Court of Chancery consolidated the Hickock and Kogus derivative actions and stayed the consolidated action.

On September 17, 2021, a stockholder derivative complaint was filed in the U.S. District Court in 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. On January 4, 2022, this action was stayed by the U.S. District Court for the District of Delaware pending the resolution of the securities class action lawsuit.

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Other Legal Proceedings

On December 21, 2020, Ravgen, Inc. filed a lawsuit against the Company and its wholly owned subsidiary, Myriad Women's Health, Inc., in the U.S. District Court for the District of Delaware, alleging infringement of two Ravgen-owned patents. The lawsuit seeks monetary damages, enhancement of those damages for willfulness, injunctive relief, and recovery of attorney's fees and costs. Various third parties have filed challenges to the validity of the asserted patents with the U.S. Patent and Trademark Office, which challenges have been instituted for review. On March 14, 2022, the case was stayed pending the outcome of the first of these validity challenges. On February 13, 2023, the court lifted the stay and litigation of the case has resumed.

On February 3, 2022, a purported class action lawsuit was filed against the Company in the U.S. District Court in the Northern District of California by Ashley Carroll. Plaintiff alleges, among other things, that the Company made false statements about the accuracy of its Prequel prenatal screening test. The complaint seeks unspecified monetary damages and injunctive relief. On April 1, 2022, the Company filed a motion to dismiss the lawsuit. On May 2, 2022, the plaintiff amended her complaint. On June 2, 2022, the Company filed a motion to dismiss the amended complaint. On July 26, 2022, the court granted and denied in part the Company's motion to dismiss the amended complaint. As part of the court's order, plaintiff was granted leave to file a second amended complaint. The plaintiff filed a second amended complaint on August 16, 2022. On September 6, 2022, the Company filed a motion to dismiss the second amended complaint. On November 9, 2022, the Court granted and denied in part the Company's motion to dismiss the second amended complaint.

From time to time, the Company receives recoupment requests from third-party payors for alleged overpayments. The Company disagrees with the contentions of the pending requests or has recorded an estimated reserve for the alleged overpayments.

14.SUPPLEMENTAL CASH FLOW INFORMATION

The Company's supplemental cash flow information for the three months ended March 31, 2023 and March 31, 2022 are as follows:

			Three months ended March 31,
(in millions)			2023									2022
Cash paid for income taxes			$	0.3								$	0.3
Non-cash investing and financing activities:
Establishment of operating lease right-of-use assets and lease liabilities
Operating lease right-of-use assets			$	6.0								$	—
Operating lease liabilities			6.0									0.8
Tenant improvement allowance not yet received			2.7									—
Purchases of property, plant and equipment in accounts payable and accrued liabilities			8.0									0.9

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported on the Condensed Consolidated Balance Sheets that agrees to the amounts included in the Condensed Consolidated Statements of Cash Flows.

			Three months ended March 31,
(in millions)			2023						2022
Cash and cash equivalents			$	53.6					$	164.2
Restricted cash			9.5						1.4
Total cash, cash equivalents, and restricted cash			$	63.1					$	165.6

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15.LEASES

The Company leases certain office spaces and research and development laboratory facilities, vehicles, and office equipment with remaining lease terms ranging from one to fifteen years. Due to the increase in remote and hybrid work by the Company's employees and the Company's plans to build new laboratory facilities, the Company is executing a multi-year strategy to reset its real estate footprint. As part of that strategy, in fiscal year 2022, the Company entered into new leases in west Salt Lake City, Utah and South San Francisco, California with the intent to relocate much of its core operations to these new facilities. During the three months ended March 31, 2023, the Company took possession of the remaining phases of the west Salt Lake City facility and recognized an additional $5.9 million right-of-use asset and corresponding lease liability, net of tenant improvement allowance not yet received. Total future rent payments under the west Salt Lake City lease are approximately $79.6 million.

The Company has also vacated certain existing facilities. During the three months ended March 31, 2022, the Company ceased the use of one of its leased facilities in Salt Lake City. As a result, the Company recorded an impairment charge on right-of-use assets of $8.6 million and an impairment charge of $2.1 million on the related leasehold improvements. The total $10.7 million impairment is included in Goodwill and long-lived asset impairment charges in the Condensed Consolidated Statements of Operations.

During the three months ended March 31, 2023, the Company decided to cease the use of its corporate headquarters in Salt Lake City and transition corporate support operations to its new facility in west Salt Lake City. As the Company expects to recover the carrying value of the related right-of-use assets through the designation of a sub-lessee or new tenant for the facility, the Company has not recognized a loss on the lease as of March 31, 2023. The Company will remain liable for all rent payments until a sub-lessee or new tenant can be found.

As of March 31, 2023, except as noted above, the Company expects to continue to occupy our existing facilities until the expiration of the leases.

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16.BUSINESS ACQUISITIONS

On November 1, 2022, the Company acquired all of the membership interests of Gateway, a San Diego-based personal genomics company and developer of consumer genetic tests that give families insight into their future children.

The acquisition date fair value of the consideration transferred was $68.7 million. The following table summarizes the estimated fair value of identified assets acquired and liabilities assumed at the date of acquisition.

(in thousands)			Estimated fair value
Identifiable assets acquired
Current assets			$	1,053
Inventory			1,900
Intangible assets
Developed technology			10,100
Trademarks			6,100
Customer relationships			1,600
Total intangible assets			17,800
Other non-current assets			161
Total identifiable assets acquired			20,914
Liabilities assumed
Accounts payable			(246)
Accrued liabilities			(693)
Total liabilities assumed			(939)
Net identifiable assets acquired			19,975
Goodwill			48,723
Total fair value of Purchase Price			$	68,698

Pro Forma Information

The pro forma results presented below include the effects of Gateway acquisition as if it had been consummated as of January 1, 2022, with adjustments to give effect to pro forma events that are directly attributable to the acquisition, which includes adjustments related to the amortization of acquired intangible assets, interest income and expense, and depreciation.

The pro forma results do not reflect any operating efficiency or potential cost savings that may result from the consolidation of Gateway with the Company. Accordingly, these unaudited pro forma results are presented for informational purposes only and are not necessarily indicative of what the actual results of operation of the combined company would have been if the acquisition had occurred at the beginning of the period presented, nor are they indicative of future results of operations and are not necessarily indicative of results that might have been achieved had the acquisition been consummated as of January 1, 2022. The Company did not have any material, nonrecurring pro forma adjustments directly attributable to the business acquisition included in the reported pro forma earnings.

			Three Months Ended March 31, 2022
(in thousands)
Revenue			$	170,103
Net loss			(21,192)

Revenue and net loss from Gateway included in the Company's Consolidated Statements of Operations during the three months ended March 31, 2023 is $5.5 million and $(0.6) million, respectively.

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17. ACCUMULATED OTHER COMPREHENSIVE LOSS

The functional currency of the Company’s international subsidiaries is the local currency. For those subsidiaries, expenses denominated in the functional currency are translated into U.S. dollars using average exchange rates in effect during the period and assets and liabilities are translated using period-end exchange rates. The foreign currency translation adjustments are included in Accumulated other comprehensive loss as a separate component of Stockholders’ equity.

The following table shows the cumulative translation adjustments included in Accumulated other comprehensive loss (in millions):

Ending balance December 31, 2022			$	(6.2)
Period translation adjustments			0.3
Ending balance March 31, 2023			$	(5.9)

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Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Dollars and shares in millions, except per share data)

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the unaudited Condensed Consolidated Financial Statements and the related notes thereto included in this Quarterly Report on Form 10-Q and the audited Consolidated Financial Statements and notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations for the year ended December 31, 2022 included in our Annual Report on Form 10-K filed with the SEC on March 1, 2023. “We,” “us,” “our,” “Myriad” and the “Company” as used in this Quarterly Report on Form 10‑Q refer to Myriad Genetics, Inc., a Delaware corporation, and its subsidiaries.

Cautionary Statement Regarding Forward-Looking Statements

The SEC encourages companies to disclose forward-looking information so that investors can better understand a company’s future prospects and make informed investment decisions. This Quarterly Report on Form 10‑Q contains such “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.

Words such as “may,” “anticipate,” “estimate,” “expects,” “projects,” “intends,” “plans,” “believes,” “seek,” “could,” “continue,” “likely,” “will,” “strategy” and “goal” and words and terms of similar substance used in connection with any discussion of future operating or financial performance identify forward-looking statements. All forward-looking statements are management’s present expectations of future events and are subject to a number of known and unknown risks and uncertainties that could cause actual results, conditions, and events to differ materially and adversely from those anticipated. These risks include, but are not limited to:

•the risk that sales and profit margins of our existing tests may decline or that we may not be able to operate our business on a profitable basis;

•risks related to our ability to achieve certain revenue growth targets and generate sufficient revenue from our existing product portfolio or in launching and commercializing new tests to be profitable;

•risks related to changes in governmental or private insurers’ coverage and reimbursement levels for our tests or our ability to obtain reimbursement for our new tests at comparable levels to our existing tests;

•risks related to increased competition and the development of new competing tests;

•continued uncertainties associated with COVID-19, including its possible effects on our operations and the demand for our products;

•the risk that we may be unable to develop or achieve commercial success for additional tests in a timely manner, or at all;

•the risk that we may not successfully develop new markets or channels for our tests, including our ability to successfully generate substantial revenue outside the United States;

•the risk that licenses to the technology underlying our tests and any future tests are terminated or cannot be maintained on satisfactory terms;

•risks related to delays or other problems with constructing and operating our laboratory testing facilities;

•risks related to public concern over genetic testing in general or our tests in particular;

•risks related to regulatory requirements or enforcement in the United States and foreign countries and changes in the structure of the healthcare system or healthcare payment systems;

•risks related to our ability to obtain new corporate collaborations or licenses and acquire or develop new technologies or businesses on satisfactory terms, if at all;

•risks related to our ability to successfully integrate and derive benefits from any technologies or businesses that we license, acquire, or develop;

•the risk that we are not able to secure additional financing to fund our business, if needed, in a timely manner or on favorable terms, if it all;

•risks related to our projections about the potential market opportunity for our current and future products;

•the risk that we or our licensors may be unable to protect or that third parties will infringe the proprietary technologies underlying our tests;

•the risk of patent-infringement claims or challenges to the validity of our patents;

•risks related to changes in intellectual property laws covering our tests, or patents or enforcement, in the United States and foreign countries;

•risks related to security breaches, loss of data and other disruptions, including from cyberattacks;

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•risks of new, changing and competitive technologies in the United States and internationally, and that we may not be able to keep pace with the rapid technology changes in our industry, or properly leverage new technologies to achieve or sustain competitive advantages in our products;

•the risk that we may be unable to comply with financial operating covenants under our credit or lending agreements;

•risks related to our inability to achieve and maintain effective disclosure controls and procedures and internal control over financial reporting;

•risks related to current and future investigations, claims or lawsuits, including derivative claims, product or professional liability claims, and risks related to the amount of our insurance coverage limits and scope of insurance coverage with respect thereto; and

•other factors discussed under the heading "Risk Factors" contained in Item 1A of our Annual Report on Form 10-K filed with the SEC on March 1, 2023.

In light of these assumptions, risks and uncertainties, the results and events discussed in the forward-looking statements contained in this Quarterly Report on Form 10-Q, or in any document incorporated by reference might not occur. Stockholders are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this Quarterly Report on Form 10-Q. We are not under any obligation, and we expressly disclaim any obligation, to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise except as required by law. All forward-looking statements in this Quarterly Report on Form 10-Q attributable to us or to any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section.