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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, 2021
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 classTrading
Symbol(s)
Name of each exchange on which registered
Common Stock, $0.01 par valueMYGNNasdaq 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 filerxAccelerated filer
Non-accelerated filerSmaller 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, 2021, the registrant had 77,051,966 shares of $0.01 par value common stock outstanding.




MYRIAD GENETICS, INC.
INDEX TO FORM 10-Q
Page

2

Table of Contents


MYRIAD GENETICS, INC.
AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(in millions)
March 31,
2021
December 31,
2020
(unaudited)
ASSETS
Current assets:
Cash and cash equivalents$148.9 $117.0 
Marketable investment securities27.2 33.7 
Prepaid expenses13.9 11.7 
Inventory24.6 27.1 
Trade accounts receivable94.1 89.5 
Prepaid taxes18.1 108.4 
Other receivables2.4 2.0 
Total current assets329.2 389.4 
Property, plant and equipment, net45.1 40.7 
Operating lease right-of-use assets58.9 59.7 
Long-term marketable investment securities11.9 21.0 
Intangibles, net559.9 576.5 
Goodwill328.3 329.2 
Other assets3.6 2.3 
Total assets$1,336.9 $1,418.8 
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable$20.8 $20.5 
Accrued liabilities83.1 79.1 
Current maturities of operating lease liabilities14.0 13.6 
Deferred revenue31.1 32.7 
Total current liabilities149.0 145.9 
Unrecognized tax benefits30.8 30.5 
Long-term deferred taxes59.2 71.3 
Long-term debt154.0 224.8 
Noncurrent operating lease liabilities49.4 50.6 
Other long-term liabilities19.3 14.7 
Total liabilities461.7 537.8 
Commitments and contingencies
Stockholders’ equity:
Common stock, 76.7 and 75.4 shares outstanding at March 31, 2021 and December 31, 2020, respectively
0.8 0.8 
Additional paid-in capital1,144.5 1,109.5 
Accumulated other comprehensive loss(3.6)(2.3)
Accumulated deficit(266.5)(227.0)
Total Myriad Genetics, Inc. stockholders’ equity875.2 881.0 
Non-controlling interest  
Total stockholders' equity875.2 881.0 
Total liabilities and stockholders’ equity$1,336.9 $1,418.8 
See accompanying notes to condensed consolidated financial statements.
3

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,
20212020
Molecular diagnostic testing$159.6 $150.5 
Pharmaceutical and clinical services13.5 13.5 
Total revenue173.1 164.0 
Costs and expenses:
Cost of molecular diagnostic testing44.1 43.1 
Cost of pharmaceutical and clinical services6.2 7.0 
Research and development expense23.1 19.7 
Change in the fair value of contingent consideration0.9 (3.4)
Selling, general, and administrative expense145.5 132.9 
Goodwill and intangible asset impairment charges 98.4 
Total costs and expenses219.8 297.7 
Operating loss(46.7)(133.7)
Other income (expense):
Interest income0.2 0.8 
Interest expense(3.0)(2.3)
Other(0.1)4.1 
Total other income (expense), net(2.9)2.6 
Loss before income tax(49.6)(131.1)
Income tax benefit(10.1)(15.9)
Net loss(39.5)(115.2)
Net loss attributable to non-controlling interest  
Net loss attributable to Myriad Genetics, Inc. stockholders$(39.5)$(115.2)
Net loss per share:
Basic and diluted$(0.52)$(1.55)
Weighted average shares outstanding:
Basic and diluted76.0 74.5 
See accompanying notes to condensed consolidated financial statements.
4

Table of Contents
MYRIAD GENETICS, INC.
AND SUBSIDIARIES
Condensed Consolidated Statements of Comprehensive Loss (unaudited)
(in millions)
Three Months Ended
March 31,
20212020
Net loss attributable to Myriad Genetics, Inc. stockholders$(39.5)$(115.2)
Unrealized loss on available-for-sale debt securities, net of tax(0.2)(0.1)
Change in foreign currency translation adjustment, net of tax(1.1)(2.5)
Comprehensive loss(40.8)(117.8)
Comprehensive loss attributable to non-controlling interest  
Comprehensive loss attributable to Myriad Genetics, Inc. stockholders$(40.8)$(117.8)
See accompanying notes to condensed consolidated financial statements.
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MYRIAD GENETICS, INC.
AND SUBSIDIARIES
Condensed Consolidated Statements of Stockholders’ Equity
(in millions)
Common
stock
Additional
paid-in
capital
Accumulated
other
comprehensive
loss
Accumulated
deficit
Non-Controlling InterestMyriad
Genetics, Inc.
Stockholders’
equity
BALANCES AT DECEMBER 31, 2019$0.7 $1,085.1 $(5.3)$(3.3)$0.1 $1,077.3 
Issuance of common stock under share-based compensation plans, net of shares exchanged for withholding tax— 0.2 — — — 0.2 
Share-based payment expense— 7.5 — — — 7.5 
Non-controlling interest— — — — (0.1)(0.1)
Net loss— — — (115.2)— (115.2)
Reclassification out of accumulated other comprehensive loss upon the deconsolidation of a subsidiary— — 0.1 — — 0.1 
Other comprehensive loss, net of tax— — (2.6)— — (2.6)
BALANCES AT MARCH 31, 2020$0.7 $1,092.8 $(7.8)$(118.5)$ $967.2 
BALANCES AT DECEMBER 31, 2020$0.8 $1,109.5 $(2.3)$(227.0)$ $881.0 
Issuance of common stock under share-based compensation plans, net of shares exchanged for withholding tax 26.0 — — — 26.0 
Share-based payment expense— 9.0 — — — 9.0 
Net loss— — — (39.5)— (39.5)
Other comprehensive loss, net of tax— — (1.3)— — (1.3)
BALANCES AT MARCH 31, 2021$0.8 $1,144.5 $(3.6)$(266.5)$ $875.2 
See accompanying notes to consolidated financial statements.
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MYRIAD GENETICS, INC.
AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows (unaudited)
(in millions)
Three Months Ended
March 31,
20212020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss attributable to Myriad Genetics, Inc. stockholders$(39.5)$(115.2)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization18.4 17.9 
Non-cash interest expense0.5 0.1 
Non-cash lease expense3.5 3.0 
Gain on deconsolidation of subsidiary (1.0)
Gain on disposition of assets(0.3)(0.1)
Share-based compensation expense9.0 7.5 
Deferred income taxes(11.8)(16.0)
Unrecognized tax benefits0.3 (0.1)
Impairment of goodwill and intangible assets 98.4 
Change in fair value of contingent consideration0.9 (3.4)
Changes in assets and liabilities:
Prepaid expenses(2.1)3.6 
Trade accounts receivable(4.7)15.9 
Other receivables(0.4)1.2 
Inventory2.4 (2.6)
Prepaid taxes90.3 (0.7)
Other assets(1.2) 
Accounts payable0.3 9.2 
Accrued liabilities7.8 (1.1)
Deferred revenue(1.6)0.2 
Net cash provided by operating activities71.8 16.8 
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures(7.1)(3.0)
Proceeds from sale of subsidiary 21.3 
Purchases of marketable investment securities (15.8)
Proceeds from maturities and sales of marketable investment securities15.3 20.7 
Net cash provided by investing activities8.2 23.2 
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from common stock issued under share-based compensation plans26.5 0.3 
Payment of tax withheld for common stock issued under share-based compensation plans(0.5)(0.1)
Payment of contingent consideration recognized at acquisition(3.3) 
Fees associated with refinancing of revolving credit facility(1.2) 
Repayment of revolving credit facility(70.0) 
Net cash provided by (used in) financing activities(48.5)0.2 
Effect of foreign exchange rates on cash and cash equivalents0.4 (1.9)
Change in cash and cash equivalents classified as held for sale 1.5 
Net increase in cash and cash equivalents31.9 39.8 
Cash and cash equivalents at beginning of the period117.0 81.2 
Cash and cash equivalents at end of the period$148.9 $121.0 
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. and subsidiaries (collectively, the “Company” or “Myriad”) is a leading personalized precision medicine company acting as a trusted advisor to transform patient lives through molecular diagnostics. The Company employs a number of proprietary technologies, including DNA, RNA and protein analysis, that help it to understand the genetic basis of human disease and the role that genes and their related proteins may play in the onset and progression of disease. The Company uses this information to guide the development of molecular diagnostic and companion diagnostic tests that are designed to assess an individual’s risk for developing disease later in life (predictive medicine), identify a patient’s likelihood of responding to drug therapy and guide a patient’s dosing to ensure optimal treatment (personalized medicine), or assess a patient’s risk of disease progression and disease recurrence (prognostic medicine). The Company generates revenue by performing molecular diagnostic tests as well as by providing pharmaceutical and clinical 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 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 months ended March 31, 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 quarter ending March 31 is typically negatively impacted by the annual reset of patient deductibles. Additionally, the volume of testing is negatively impacted by the summer season, which is generally reflected in the quarter ending June 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.
Due to the COVID-19 global pandemic (“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 impacts of COVID-19 on the Company’s financial condition, liquidity, operations, suppliers, industry, and workforce. Given the daily evaluation of COVID-19 and the global responses to curb its spread, the Company is not able to estimate the effects of the 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 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”). ASC 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 the Company's Condensed Consolidated Financial Statements.
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2.REVENUE
Myriad generates revenue by performing molecular diagnostic testing and pharmaceutical services. The Company previously provided clinical services until selling Privatklinik Dr. Robert Schindlbeck GmbH & Co. KG (the “Clinic”) in February 2020. Revenue from the sale of molecular diagnostic tests and pharmaceutical and clinical services 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 clinical and pharmaceutical services indicates transfer of control for revenue recognition purposes.
The following table presents detail regarding the composition of the Company’s total revenue by product and by U.S. versus rest of world (“RoW”):
Three Months Ended March 31,
20212020
(in millions)U.S.RoWTotalU.S.RoWTotal
Molecular diagnostic revenues:
Hereditary Cancer Testing$65.1 $11.0 $76.1 $81.3 $3.9 $85.2 
Prenatal23.6 0.1 23.7 20.2 0.1 20.3 
GeneSight17.6  17.6 20.4  20.4 
Vectra10.7  10.7 10.5  10.5 
myChoice CDx4.8 3.6 8.4 3.2 0.1 3.3 
Prolaris18.5  18.5 6.8  6.8 
EndoPredict0.9 3.2 4.1 0.6 2.9 3.5 
Other 0.5 0.5 0.4 0.1 0.5 
Total molecular diagnostic revenue141.2 18.4 159.6 143.4 7.1 150.5 
Pharmaceutical and clinical service revenue13.5  13.5 9.6 3.9 13.5 
Total revenue$154.7 $18.4 $173.1 $153.0 $11.0 $164.0 

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. 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. Repayment of the advanced Medicare payments began in April 2021. A reconciliation of the beginning and ending balances of deferred revenue is shown in the table below:
Three Months Ended
March 31,
(in millions)20212020
Deferred revenue - beginning balance$32.7 $3.6 
Revenue recognized(6.7)(1.3)
Prepayments5.1 1.5 
Deferred revenue - ending balance$31.1 $3.8 
In accordance with ASC Topic 606, Revenue from Contracts with Customers (“Topic 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 Company’s performance to date. However, the Company periodically enters into arrangements with customers to provide diagnostic testing and/or pharmaceutical services that may have terms longer than one year and include multiple performance obligations. As of March 31, 2021, the aggregate amount of the transaction price of such contracts that is allocated to the remaining performance obligations is $11.2 million. 

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In determining the transaction price, Myriad 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 months ended March 31, 2021, the Company recognized $5.3 million in revenue, which resulted in a $0.07 impact to earnings per share, 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, 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 19% and 16% of total revenue for the three months ended March 31, 2021 and 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 March 31, 2021 or December 31, 2020. The Company does not require collateral from its customers.

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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, 2021 and December 31, 2020 were as follows:
(in millions)Amortized
cost
Gross
unrealized
holding
gains
Gross
unrealized
holding
losses
Estimated
fair value
March 31, 2021:
Cash and cash equivalents:
Cash$65.9 $— $— $65.9 
Cash equivalents83.0 — — 83.0 
Total cash and cash equivalents148.9 — — 148.9 
Available-for-sale:
Corporate bonds and notes22.7 0.4  23.1 
Municipal bonds8.2 0.1  8.3 
Federal agency issues4.0   4.0 
US government securities3.7   3.7 
Total$187.5 $0.5 $ $188.0 
(in millions)Amortized
cost
Gross
unrealized
holding
gains
Gross
unrealized
holding
losses
Estimated
fair value
December 31, 2020:
Cash and cash equivalents:
Cash$47.9 $— $— $47.9 
Cash equivalents69.1 — — 69.1 
Total cash and cash equivalents117.0 — — 117.0 
Available-for-sale:
Corporate bonds and notes28.8 0.5  29.3 
Municipal bonds9.4 0.2  9.6 
Federal agency issues4.0   4.0 
US government securities11.7 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 March 31, 2021:
(in millions)Amortized
cost
Estimated
fair value
Cash$65.9 $65.9 
Cash equivalents83.0 83.0 
Available-for-sale:
Due within one year26.9 27.2 
Due after one year through five years11.7 11.9 
Due after five years  
Total$187.5 $188.0 

There were no debt securities classified as available-for-sale in a gross unrealized loss position as of March 31, 2021 or December 31, 2020.

Additional information relating to fair value of marketable investment securities can be found in Note 4.


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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.
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 14.3 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 a component of 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 fair value of the Company’s long-term debt, which it considers a Level 3 measurement, is estimated using discounted cash flow analyses, based on the Company’s current estimated incremental borrowing rates for similar borrowing arrangements.  The fair value of the Company’s long-term debt is estimated to be $153.6 million at March 31, 2021.

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 1Level 2Level 3Total
March 31, 2021
Money market funds (a)$83.0 $ $ $83.0 
Corporate bonds and notes 23.1  23.1 
Municipal bonds 8.3  8.3 
Federal agency issues 4.0  4.0 
US government securities 3.7  3.7 
Contingent consideration  (8.0)(8.0)
Total$83.0 $39.1 $(8.0)$114.1 
(a)Money market funds are primarily comprised of exchange traded funds and accrued interest.

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(in millions)Level 1Level 2Level 3Total
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
Amount
Balance December 31, 2020$10.9 
Payment of contingent consideration(3.3)
Change in fair value recognized in the income statement0.9 
Translation adjustments recognized in other comprehensive loss(0.5)
Ending balance March 31, 2021$8.0 

5.PROPERTY, PLANT AND EQUIPMENT, NET
(in millions)March 31,
2021
December 31,
2020
Leasehold improvements$36.8 $35.7 
Equipment119.0 117.9 
Property, plant and equipment, gross155.8 153.6 
Less accumulated depreciation(110.7)(112.9)
Property, plant and equipment, net$45.1 $40.7 

Three Months Ended
March 31,
(in millions)20212020
Depreciation expense$2.9 $2.6 

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, 2021:
(in millions)DiagnosticOtherTotal
Beginning balance$272.3 $56.9 $329.2 
Translation adjustments(0.9) (0.9)
Ending balance$271.4 $56.9 $328.3 


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Intangible Assets
Intangible assets primarily consist 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. The following summarizes the amounts reported as intangible assets:
(in millions)Gross
Carrying
Amount
Accumulated
Amortization
Net
At March 31, 2021:
Purchased licenses and technologies$816.6 $(263.1)$553.5 
Customer relationships4.7 (4.6)0.1 
Trademarks3.0 (1.5)1.5 
Total amortized intangible assets824.3 (269.2)555.1 
In-process research and development4.8 — 4.8 
Total unamortized intangible assets4.8 — 4.8 
Total intangible assets$829.1 $(269.2)$559.9 
(in millions)Gross
Carrying
Amount
Accumulated
Amortization
Net
At December 31, 2020:
Purchased licenses and technologies$818.2 $(248.2)$570.0 
Customer relationships4.7 (4.5)0.2 
Trademarks3.0 (1.5)1.5 
Total amortized intangible assets825.9 (254.2)571.7 
In-process research and development4.8 — 4.8 
Total unamortized intangible assets4.8 — 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
March 31,
(in millions)20212020
Amortization of intangible assets$15.5 $15.3 
7.ACCRUED LIABILITIES
(in millions)March 31,
2021
December 31,
2020
Employee compensation and benefits$41.2 $43.7 
Accrued taxes payable5.4 4.3 
Recoupments payable and reserves6.9 9.3 
Short-term contingent consideration 3.4 
Other29.6 18.4 
Total accrued liabilities$83.1 $79.1 





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8.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. There are no scheduled principal payments of the Amended Facility prior to its maturity date.
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. The interest rate as of March 31, 2021 was 4.5%.
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. A minimum liquidity covenant was added for the period beginning May 1, 2020 until March 31, 2021, and a minimum EBITDA covenant was added for the quarters ended December 31, 2020 and 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 applicable through such quarter. Amendment No. 3 also removed the minimum EBITDA covenant and 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 March 31, 2021.
On February 26, 2021, the Company made a $70.0 million principal repayment on the Amended Facility. During the transition period ended December 31, 2020, the Company did not make any principal repayments.
The Amended Facility is secured by a first-lien security interest in substantially all of the assets of Myriad and certain of its domestic subsidiaries and each such domestic subsidiary of Myriad has guaranteed the repayment of the Amended Facility. Amounts outstanding under the Amended Facility were as follows:
(in millions)March 31,
2021
December 31,
2020
Long-term debt$156.6 $226.7 
Long-term debt discount(2.6)(1.9)
Net long-term debt$154.0 $224.8 

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9.OTHER LONG-TERM LIABILITIES
(in millions)March 31,
2021
December 31,
2020
Contingent consideration$8.0 $7.4 
Other11.3 7.3 
Total other long-term liabilities$19.3 $14.7 

The Company's balance of other long-term liabilities as of March 31, 2021 and December 31, 2020 consists of the Company’s portion of social security taxes that have been deferred under the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) that do not have to be deposited until December 2022, and leasehold improvements made to the Company’s new headquarters in Salt Lake City, Utah under a lease that has not yet commenced.
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 preferred shares outstanding at March 31, 2021.
The Company is authorized to issue up to 150.0 million shares of common stock, par value $0.01 per share. There were 76.7 million shares issued and outstanding at March 31, 2021.
Common shares issued and outstanding
Three Months Ended
March 31,
(in millions)20212020
Beginning common stock issued and outstanding75.4 74.5 
Common stock issued upon exercise of options, vesting of restricted stock units and purchases under employee stock purchase plan1.3  
Common stock issued and outstanding at end of period76.7 74.5 
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)20212020
Denominator:
Weighted-average shares outstanding used to compute basic EPS76.0 74.5 
Effect of dilutive shares  
Weighted-average shares outstanding and dilutive securities used to compute diluted EPS76.0 74.5 
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
March 31,
(in millions)20212020
Anti-dilutive options and RSUs excluded from EPS computation0.3 0.4 

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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 March 31, 2021, the Company is authorized to repurchase up to $110.7 million of shares under this authorization. No shares were repurchased during the three months ended March 31, 2021 or 2020.
11.SHARE-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 Committee of the Board of Directors, to make grants of restricted and unrestricted stock awards to employees, consultants, and directors. Stockholders have approved annual amendments to the 2017 Plan increasing the shares available to grant. As of March 31, 2021, the Company has 3.3 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, which were subject to the RSU, shall again be available for issuance pursuant to the 2017 Plan. To the extent awards outstanding under the Company's prior equity plans expire or are cancelled without delivery of shares of common stock, they also shall be available for issuance pursuant to the 2017 Plan.
The number of shares, terms, and vesting periods are 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 on the anniversary date of the designated day of the last week of the month in which the RSUs are granted. 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. In September 2014, the Company began generally issuing RSUs in lieu of stock options.  

Stock Options
A summary of the stock option activity under the Company’s equity plans and inducement awards, for the three months ended March 31, 2021 is as follows:
(number of shares in millions)Number
of
Shares
Weighted
Average
Exercise
Price
Options outstanding at December 31, 20205.2 $23.24 
Options granted $ 
Less:
Options exercised(1.2)$21.83 
Options canceled or expired(0.1)$24.29 
Options outstanding at March 31, 20213.9 $23.66 
Options exercisable at March 31, 20213.3 $25.79 
As of March 31, 2021, there was $4.0 million of total unrecognized share-based compensation expense related to stock options that will be recognized over a weighted-average period of 2.3 years.

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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 three months ended March 31, 2021 is as follows:
(number of shares in millions)Number
of
Shares
Weighted
Average
Grant Date
Fair Value
RSUs outstanding at December 31, 20203.2 $20.56 
RSUs granted1.3 $30.07 
Less:
RSUs vested $ 
RSUs canceled(0.1)$25.60 
RSUs outstanding at March 31, 20214.4 $23.53 
As of March 31, 2021, there was $89.5 million of total unrecognized share-based compensation expense related to RSUs that will be recognized over a weighted-average period of 2.8 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.  Shares are issued under the 2012 Purchase Plan twice yearly at the end of each offering period.  As of March 31, 2021, approximately 0.2 million shares of common stock are available for issuance under the 2012 Purchase Plan.
Share-Based Compensation Expense
Share-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)20212020
Cost of molecular diagnostic testing$0.3 $0.3 
Cost of pharmaceutical and clinical services0.1 0.1 
Research and development expense1.5 1.2 
Selling, general, and administrative expense7.1 5.9 
     Total share-based compensation expense$9.0 $7.5 
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 benefit for the three months ended March 31, 2021 was $10.1 million, or approximately 20.4% of pre-tax loss compared to an income tax benefit of $15.9 million, or approximately 12.1% of pre-tax loss, for the three months ended March 31, 2020.  Income tax benefit for the three months ended March 31, 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 period.  For the three months ended March 31, 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, and differences between the total amount of stock compensation recognized and the amount allowable for tax deductions.
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 New Jersey for the fiscal years June 30, 2013 through 2017; the State of New York and the Commonwealth of Massachusetts for the fiscal years June 30, 2014 through 2016; Germany for the fiscal years June 30, 2013 through 2015; and Switzerland for the fiscal years June 30, 2015 through 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.
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13.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. As of March 31, 2021, the management of the Company believes any reasonably possible liability that may result from the resolution of these matters will not have a material adverse effect on the Company’s consolidated financial position, operating results, or cash flows.
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.SEGMENT AND RELATED INFORMATION
The 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 assess an individual’s risk for developing disease later in life, identify a patient’s likelihood of responding to drug therapy and guide a patient’s dosing to ensure optimal treatment, or assess a patient’s risk of disease progression and disease recurrence. 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.