Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2023 | Jul. 28, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 0-26642 | |
Entity Registrant Name | MYRIAD GENETICS, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 87-0494517 | |
Entity Address, Address Line One | 322 North 2200 West | |
Entity Address, City or Town | Salt Lake City | |
Entity Address, State or Province | UT | |
Entity Address, Postal Zip Code | 84116 | |
City Area Code | 801 | |
Local Phone Number | 584-3600 | |
Title of 12(b) Security | Common Stock, $0.01 par value | |
Trading Symbol | MYGN | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 81,883,426 | |
Amendment Flag | false | |
Entity Central Index Key | 0000899923 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 102.8 | $ 56.9 |
Marketable investment securities | 18.8 | 58 |
Trade accounts receivable | 111.7 | 101.6 |
Inventory | 22.5 | 20.1 |
Prepaid taxes | 17.7 | 17.6 |
Prepaid expenses and other current assets | 20.8 | 20.4 |
Total current assets | 294.3 | 274.6 |
Operating lease right-of-use assets | 106.6 | 103.9 |
Long-term marketable investment securities | 6.2 | 54.8 |
Property, plant, and equipment, net | 112 | 83.4 |
Intangibles, net | 358.8 | 379.7 |
Goodwill | 287.2 | 286.8 |
Other assets | 22.1 | 15.5 |
Total assets | 1,187.2 | 1,198.7 |
Current liabilities: | ||
Accounts payable | 39.8 | 28.8 |
Accrued liabilities | 164.3 | 94.3 |
Current maturities of operating lease liabilities | 17 | 14.1 |
Total current liabilities | 221.1 | 137.2 |
Unrecognized tax benefits | 29 | 26.8 |
Long-term deferred taxes | 3.7 | 3.5 |
Long-term debt | 38.4 | 0 |
Noncurrent operating lease liabilities | 148.4 | 130.9 |
Other long-term liabilities | 11.4 | 14.5 |
Total liabilities | 452 | 312.9 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Common stock, 81.9 million and 81.2 million shares outstanding at June 30, 2023 and December 31, 2022, respectively | 0.8 | 0.8 |
Additional paid-in capital | 1,276.8 | 1,260.1 |
Accumulated other comprehensive loss | (5.4) | (8.9) |
Accumulated deficit | (537) | (366.2) |
Total stockholders' equity | 735.2 | 885.8 |
Total liabilities and stockholders’ equity | $ 1,187.2 | $ 1,198.7 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - shares shares in Millions | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||||
Common stock, shares outstanding (shares) | 81.9 | 81.2 | 80.6 | 80 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (unaudited) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Statement [Abstract] | ||||
Total revenue | $ 183.5 | $ 179.3 | $ 364.7 | $ 344.2 |
Costs and expenses: | ||||
Cost of testing revenue | 57.8 | 49.7 | 117 | 97.7 |
Research and development expense | 21.2 | 20.3 | 43.7 | 41.5 |
Selling, general, and administrative expense | 140.7 | 127.1 | 292.4 | 237.7 |
Legal charges pending settlement | 77.5 | 0 | 77.5 | 0 |
Goodwill and long-lived asset impairment charges | 0 | 0 | 0 | 10.7 |
Total costs and expenses | 297.2 | 197.1 | 530.6 | 387.6 |
Operating loss | (113.7) | (17.8) | (165.9) | (43.4) |
Other income (expense): | ||||
Interest income | 0.5 | 0.4 | 1.2 | 0.5 |
Interest expense | (0.5) | (0.6) | (1) | (1.5) |
Other | (2.4) | 0.1 | (3) | 0.1 |
Total other expense, net | (2.4) | (0.1) | (2.8) | (0.9) |
Loss before income tax | (116.1) | (17.9) | (168.7) | (44.3) |
Income tax expense (benefit) | 0 | (3.8) | 2.1 | (9.7) |
Net loss | $ (116.1) | $ (14.1) | $ (170.8) | $ (34.6) |
Net loss per share: | ||||
Basic (dollars per share) | $ (1.42) | $ (0.18) | $ (2.10) | $ (0.43) |
Diluted (dollars per share) | $ (1.42) | $ (0.18) | $ (2.10) | $ (0.43) |
Weighted average shares outstanding: | ||||
Basic (shares) | 81.7 | 80.4 | 81.5 | 80.3 |
Diluted (shares) | 81.7 | 80.4 | 81.5 | 80.3 |
Revenue from contract with customer, product and service, extensible enumeration | Testing [Member] | Testing [Member] | Testing [Member] | Testing [Member] |
Cost, product and service, extensible enumeration | Testing [Member] | Testing [Member] | Testing [Member] | Testing [Member] |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss (unaudited) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (116.1) | $ (14.1) | $ (170.8) | $ (34.6) |
Change in unrealized loss on available-for-sale debt securities, net of tax | 1 | (0.8) | 2.2 | (2.1) |
Change in foreign currency translation adjustment, net of tax | 0.5 | (0.5) | 0.8 | (1.7) |
Reclassification adjustments for losses (gains) included in net income, net of tax | 0.9 | 0 | 1.4 | 0 |
Reclassification of cumulative translation adjustment to income upon liquidation of an investment in a foreign entity, net of tax | 0.5 | 0 | 0.5 | 0 |
Comprehensive loss | $ (113.2) | $ (15.4) | $ (165.9) | $ (38.4) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity (unaudited) - USD ($) $ in Millions | Total | Common stock | Additional paid-in capital | Accumulated other comprehensive loss | Accumulated deficit |
Beginning balance at Dec. 31, 2021 | $ 967.8 | $ 0.8 | $ 1,226.3 | $ (5.1) | $ (254.2) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
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) income, net of tax | (2.5) | (2.5) | |||
Ending balance at Mar. 31, 2022 | 950.1 | 0.8 | 1,231.6 | (7.6) | (274.7) |
Beginning balance at Dec. 31, 2021 | 967.8 | 0.8 | 1,226.3 | (5.1) | (254.2) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (34.6) | ||||
Ending balance at Jun. 30, 2022 | 947.4 | 0.8 | 1,244.3 | (8.9) | (288.8) |
Beginning balance at Mar. 31, 2022 | 950.1 | 0.8 | 1,231.6 | (7.6) | (274.7) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock under stock-based compensation plans, net of shares exchanged for withholding tax | 2.3 | 2.3 | |||
Stock-based payment expense | 10.4 | 10.4 | |||
Net loss | (14.1) | (14.1) | |||
Other comprehensive (loss) income, net of tax | (1.3) | (1.3) | |||
Ending balance at Jun. 30, 2022 | 947.4 | 0.8 | 1,244.3 | (8.9) | (288.8) |
Beginning balance at Dec. 31, 2022 | 885.8 | 0.8 | 1,260.1 | (8.9) | (366.2) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
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) income, net of tax | 1.5 | 1.5 | |||
Ending balance at Mar. 31, 2023 | 835.2 | 0.8 | 1,262.7 | (7.4) | (420.9) |
Beginning balance at Dec. 31, 2022 | 885.8 | 0.8 | 1,260.1 | (8.9) | (366.2) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (170.8) | ||||
Ending balance at Jun. 30, 2023 | 735.2 | 0.8 | 1,276.8 | (5.4) | (537) |
Beginning balance at Mar. 31, 2023 | 835.2 | 0.8 | 1,262.7 | (7.4) | (420.9) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock under stock-based compensation plans, net of shares exchanged for withholding tax | 2.9 | 2.9 | |||
Stock-based payment expense | 11.2 | 11.2 | |||
Net loss | (116.1) | (116.1) | |||
Other comprehensive (loss) income, net of tax | 2 | 2 | |||
Ending balance at Jun. 30, 2023 | $ 735.2 | $ 0.8 | $ 1,276.8 | $ (5.4) | $ (537) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (170.8) | $ (34.6) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 32.7 | 25.9 |
Non-cash lease expense | 5.8 | 5.7 |
Stock-based compensation expense | 18.7 | 20.5 |
Deferred income taxes | (0.7) | (10.6) |
Unrecognized tax benefits | 2.3 | (0.2) |
Net realized losses on marketable investment securities | 1.4 | 0 |
Impairment of goodwill and long-lived assets | 0 | 10.7 |
Other non-cash adjustments | 1.7 | 0.4 |
Changes in assets and liabilities: | ||
Prepaid expenses and other current assets | 0 | 2.3 |
Trade accounts receivable | (10.1) | (18.9) |
Inventory | (2.3) | (0.1) |
Prepaid taxes | (0.1) | (0.9) |
Other assets | (5.1) | (0.4) |
Tenant improvement allowance received | 16.3 | 0 |
Accounts payable | 10.7 | (8.2) |
Accrued expenses and other liabilities | 65.3 | (82.9) |
Deferred revenues | 0.1 | (4.9) |
Net cash used in operating activities | (34.1) | (96.2) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Capital expenditures | (42.3) | (13) |
Purchases of marketable investment securities | 0 | (85.5) |
Proceeds from maturities and sales of marketable investment securities | 88.7 | 45.2 |
Net cash provided by (used in) investing activities | 46.4 | (53.3) |
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 | (5.1) | (5.3) |
Proceeds from revolving credit facility | 40 | 0 |
Fees associated with issuance of revolving credit facility | (1.4) | 0 |
Net cash provided by (used in) financing activities | 33.5 | (2.3) |
Effect of foreign exchange rates on cash, cash equivalents, and restricted cash | 0.5 | (0.8) |
Net increase (decrease) in cash, cash equivalents, and restricted cash | 46.3 | (152.6) |
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 | $ 112.7 | $ 106.2 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | 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. The volume of testing is typically 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 test volumes from patients who have met their annual insurance deductible. In the quarter ended March 31, the Company has typically experienced a decrease in test 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. Historical patterns of seasonality may not continue in future periods. Additionally, operating results for the three and six months ended June 30, 2023 may not necessarily be indicative of results to be expected for any other interim period or for the full year. |
REVENUE
REVENUE | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | 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 June 30, 2023 2022 (in millions) U.S. RoW Total U.S. RoW Total Testing revenues: Hereditary Cancer $ 64.5 $ 12.2 $ 76.7 $ 69.8 $ 9.6 $ 79.4 Tumor Profiling 27.3 8.7 36.0 21.5 12.0 33.5 Prenatal 35.4 0.2 35.6 33.1 0.2 33.3 Pharmacogenomics 35.2 — 35.2 33.1 — 33.1 Total revenue $ 162.4 $ 21.1 $ 183.5 $ 157.5 $ 21.8 $ 179.3 Six months ended June 30, 2023 2022 (in millions) U.S. RoW Total U.S. RoW Total Testing revenues: Hereditary Cancer $ 128.5 $ 23.9 $ 152.4 $ 130.5 $ 19.8 $ 150.3 Tumor Profiling 56.1 17.2 73.3 41.2 24.8 66.0 Prenatal 71.4 0.4 71.8 64.8 0.4 65.2 Pharmacogenomics 67.2 — 67.2 62.4 — 62.4 Autoimmune — — — 0.3 — 0.3 Total revenue $ 323.2 $ 41.5 $ 364.7 $ 299.2 $ 45.0 $ 344.2 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. 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 and six months ended June 30, 2023. During the three and six months ended June 30, 2022, the Company recognized $11.7 million and $19.9 million in revenue, respectively, which resulted in a $0.11 and $0.19 impact to earnings per share, respectively, 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 12% and 11% of total revenue for the three and six months ended June 30, 2023, respectively, and 13% of total revenue for each of the three and six months ended June 30, 2022. 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 June 30, 2023 or December 31, 2022. The Company does not require collateral from its customers. |
MARKETABLE INVESTMENT SECURITIE
MARKETABLE INVESTMENT SECURITIES | 6 Months Ended |
Jun. 30, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
MARKETABLE INVESTMENT SECURITIES | MARKETABLE INVESTMENT SECURITIES The amortized cost, gross unrealized holding gains, gross unrealized holding losses, and fair value for available-for-sale securities by major security type and class of security at June 30, 2023 and December 31, 2022 were as follows: (in millions) Amortized Gross Gross Estimated June 30, 2023 Cash and cash equivalents: Cash $ 102.2 $ — $ — $ 102.2 Cash equivalents 0.6 — — 0.6 Total cash and cash equivalents 102.8 — — 102.8 Available-for-sale: Corporate bonds and notes 10.9 — (0.3) 10.6 Municipal bonds 8.1 — (0.1) 8.0 Federal agency issues 3.5 — (0.1) 3.4 U.S. government securities 3.0 — — 3.0 Total $ 128.3 $ — $ (0.5) $ 127.8 (in millions) Amortized Gross Gross Estimated 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 June 30, 2023: (in millions) Amortized Estimated Cash $ 102.2 $ 102.2 Cash equivalents 0.6 0.6 Available-for-sale: Due within one year 19.0 18.8 Due after one year through five years 6.5 6.2 Due after five years — — Total $ 128.3 $ 127.8 The cost of a security sold, or amount reclassified out of accumulated other comprehensive income or loss into net income, is determined based on the specific identification method. 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. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS The fair value of the Company’s financial instruments reflects the amounts that the Company estimates it will receive in connection with the sale of an asset or pay in connection with the transfer of a liability in an orderly transaction between market participants at the measurement date (exit price). The fair value hierarchy prioritizes the use of inputs used in valuation techniques into the following three levels: Level 1—quoted prices in active markets for identical assets and liabilities. Level 2—observable inputs other than quoted prices in active markets for identical assets and liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Some of the Company’s marketable securities primarily utilize broker quotes in a non-active market for valuation of these securities. Level 3—unobservable inputs. All of the Company’s financial instruments are valued using quoted prices in active markets or based on other observable inputs. For Level 2 securities, the Company uses a third-party pricing service which provides documentation on an ongoing basis that includes, among other things, pricing information with respect to reference data, methodology, inputs summarized by asset class, pricing application and corroborative information. For Level 3 contingent consideration 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 years and 1.75 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 fair value of the Company’s long-term debt, which it considers a Level 2 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 $40.0 million at June 30, 2023. 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 June 30, 2023 Money market funds (a) $ 0.6 $ — $ — $ 0.6 Corporate bonds and notes — 10.6 — 10.6 Municipal bonds — 8.0 — 8.0 Federal agency issues — 3.4 — 3.4 U.S. government securities — 3.0 — 3.0 Contingent consideration — — (7.6) (7.6) Total $ 0.6 $ 25.0 $ (7.6) $ 18.0 (a) Money market funds are primarily comprised of exchange traded funds and accrued interest. (in millions) Level 1 Level 2 Level 3 Total December 31, 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. The following table reconciles the change in the fair value of the contingent consideration during the periods presented: (in millions) Carrying Balance at December 31, 2022 $ 6.8 Change in fair value recognized in the Statements of Operations 0.8 Ending balance at June 30, 2023 $ 7.6 |
PROPERTY, PLANT AND EQUIPMENT,
PROPERTY, PLANT AND EQUIPMENT, NET | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT, NET | PROPERTY, PLANT AND EQUIPMENT, NET The property, plant and equipment at June 30, 2023 and December 31, 2022 were as follows: (in millions) June 30, December 31, Leasehold improvements $ 90.8 $ 67.9 Equipment 136.1 124.7 Property, plant and equipment, gross 226.9 192.6 Less accumulated depreciation (114.9) (109.2) Property, plant and equipment, net $ 112.0 $ 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. The Company expects to designate a sub-lessee or new tenant for the facility and therefore has not recognized a loss on the lease as of June 30, 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 Six months ended (in millions) 2023 2022 2023 2022 Depreciation expense $ 2.7 $ 2.8 $ 11.4 $ 5.6 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | GOODWILL AND INTANGIBLE ASSETS Goodwill The following table summarizes the changes in the carrying amount of goodwill for the six months ended June 30, 2023: (in millions) Total Beginning balance $ 286.8 Translation adjustments 0.4 Ending balance $ 287.2 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 Accumulated Net At June 30, 2023 Developed technologies $ 625.6 $ (274.0) $ 351.6 Customer relationships 1.6 (0.1) 1.5 Trademarks 6.1 (0.4) 5.7 Total intangible assets $ 633.3 $ (274.5) $ 358.8 (in millions) Gross Accumulated 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 Six months ended (in millions) 2023 2022 2023 2022 Amortization of intangible assets $ 10.6 $ 10.2 $ 21.3 $ 20.3 |
ACCRUED LIABILITIES
ACCRUED LIABILITIES | 6 Months Ended |
Jun. 30, 2023 | |
Payables and Accruals [Abstract] | |
ACCRUED LIABILITIES | ACCRUED LIABILITIES The Company's accrued liabilities at June 30, 2023 and December 31, 2022 were as follows: (in millions) June 30, December 31, Employee compensation and benefits $ 37.0 $ 41.2 Accrued taxes payable 4.6 4.8 Refunds payable and reserves 17.4 19.3 Short-term contingent consideration 5.7 — Accrued royalties 5.1 4.8 Legal charges pending settlement 77.5 — Other accrued liabilities 17.0 24.2 Total accrued liabilities $ 164.3 $ 94.3 |
LONG-TERM DEBT
LONG-TERM DEBT | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | LONG-TERM DEBT On June 30, 2023, the Company entered into an asset-based revolving credit facility (the “ABL Facility”) with an initial maximum principal amount of $90.0 million, with JPMorgan Chase Bank, N.A. as administrative agent and issuing bank, the other lender parties thereto, and certain of the Company's domestic subsidiaries (the "Guarantors"). The ABL Facility includes an option for the Company to request an increase in the maximum principal amount by up to $25.0 million for a total maximum principal commitment of $115.0 million. The ABL Facility replaced the Company's previous credit facility and matures on June 30, 2026. The obligations of the Company are guaranteed by the Guarantors, and the ABL Facility is secured by substantially all of the assets of the Company and the Guarantors. The Company had long-term debt of $40.0 million under the ABL Facility at June 30, 2023 and incurred $1.6 million of debt issuance costs during the three months ended June 30, 2023. The proceeds of the ABL Facility were or will be used for the working capital needs and general corporate purposes of the Company and its subsidiaries, including, without limitation, consummating permitted acquisitions and refinancing existing indebtedness. Availability under the ABL Facility is subject to a borrowing base, which is the lesser of (a) 85% of the Company's and the Guarantor's eligible accounts receivable plus certain cash held in a segregated and fully-blocked account with the administrative agent in an amount up to $20.0 million ("Eligible Cash") minus any reserves established by the administrative agent in accordance with the ABL Facility, and (b) the aggregate amount of cash collections from eligible accounts of the Company and the Guarantors for the 60 consecutive days most recently ended. Subject to certain conditions, the Company can freely withdraw cash from the Eligible Cash account, provided that any reduction in the Eligible Cash amount will have a corresponding reduction in the borrowing base. Loans outstanding under the ABL Facility will bear interest at a rate per annum equal to, at the option of the Company, either (a) the greatest of (i) the daily Prime Rate, (ii) the daily NYFRB Rate plus 0.50%, and (iii) the monthly Adjusted Term SOFR Rate (as defined below) plus 1.00% (the “ABR”) plus an applicable margin ranging from 1.00% to 1.50% depending on the aggregate average unused availability under the ABL Facility during the prior quarter or (b) term SOFR for a tenor of one, three or six months (at the Company’s election) plus 0.10% (the “Adjusted Term SOFR Rate”) plus an applicable margin ranging from 2.00% to 2.50% depending on the average unused availability under the ABL Facility during the prior quarter, with an ABR floor of 1.00% and an Adjusted Term SOFR Rate floor of 0.00%. Under the ABL Facility the undrawn fee ranges from 37.5 to 50 basis points based on the daily amount of the available revolving commitment. The interest rate for borrowings under the ABL Facility as of June 30, 2023 was 7.59%. The Company may elect to prepay all or any portion of the amounts owed prior to the maturity date without premium or penalty. The ABL Facility is also subject to customary mandatory prepayments with the proceeds of unpermitted indebtedness and upon the occurrence of an over-advance. Voluntary and mandatory prepayments and all other payments of the ABL Facility must be accompanied by payment of accrued interest on the principal amount repaid or prepaid. The ABL Facility contains customary loan terms, interest rates, representations and warranties and affirmative and negative covenants, in each case, subject to customary limitations, exceptions and exclusions. Covenants under the ABL Facility limit or restrict the Company and its subsidiaries' ability to incur liens, incur indebtedness, dispose of assets, make investments, make certain restricted payments, merge or consolidate and enter into certain speculative hedging arrangements. The ABL Facility requires the Company and the Guarantors, on a consolidated basis, to maintain minimum liquidity of $60.0 million and minimum availability of $25.0 million at all times before achieving a fixed charge coverage ratio of 1.0 to 1.0 and thereafter, to maintain a fixed charge coverage ratio of 1.0 to 1.0 until achieving availability under the ABL Facility of greater than the greater of (a) $10.6 million and (b) 12.5% of the lesser of the maximum commitment amount and the borrowing base for a period of 30 consecutive days. As of June 30, 2023, availability under the ABL Facility was $48.5 million. In addition, the ABL Facility includes a number of customary events of default. If any event of default occurs (subject, in certain instances, to specified grace periods), the principal, premium, if any, interest and any other monetary obligations on all the then outstanding amounts under the ABL Facility may become due and payable immediately. Under the terms of the ABL Facility, if (i) an event of default has occurred and is continuing or (ii) availability under the ABL Facility is less than the greater of (a) $12.5 million and (b) 15% of the lesser of the maximum commitment amount and the borrowing base, the Company will become subject to cash dominion, upon which the administrative agent will apply funds credited to a collection account to first prepay any outstanding protective advances, second to prepay any revolving loans and third, to cash collateralize any outstanding letter of credit exposure. Such cash dominion period will end when availability has remained in excess of the greater of (i) $12.5 million and (ii) 15% of the lesser of the maximum commitment amount and the borrowing base for a period of 45 consecutive days and no event of default is continuing. The Company had no outstanding balances under the previous credit facility as of December 31, 2022 or June 30, 2023, the date such facility was replaced with the ABL Facility. |
OTHER LONG-TERM LIABILITIES
OTHER LONG-TERM LIABILITIES | 6 Months Ended |
Jun. 30, 2023 | |
Other Liabilities Disclosure [Abstract] | |
OTHER LONG-TERM LIABILITIES | OTHER LONG-TERM LIABILITIES The Company's other long-term liabilities at June 30, 2023 and December 31, 2022 were as follows: (in millions) June 30, December 31, Contingent consideration $ 1.9 $ 6.8 Escrow liability 7.5 7.5 Other 2.0 0.2 Total other long-term liabilities $ 11.4 $ 14.5 |
PREFERRED AND COMMON STOCKHOLDE
PREFERRED AND COMMON STOCKHOLDERS' EQUITY | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
PREFERRED AND COMMON STOCKHOLDERS' EQUITY | PREFERRED AND COMMON STOCKHOLDERS' EQUITY The Company is authorized to issue up to 5.0 million shares of preferred stock, par value $0.01 per share. There were no shares of preferred stock outstanding at June 30, 2023. The Company is authorized to issue up to 150.0 million shares of common stock, par value $0.01 per share. There were 81.9 million shares of common stock issued and outstanding at June 30, 2023. Shares of common stock issued and outstanding Six months ended (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 0.7 0.6 Common stock issued and outstanding at end of period 81.9 80.6 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 Six months ended (in millions) 2023 2022 2023 2022 Denominator: Weighted-average shares outstanding used to compute basic EPS 81.7 80.4 81.5 80.3 Effect of dilutive shares — — — — Weighted-average shares outstanding and dilutive securities used to compute diluted EPS 81.7 80.4 81.5 80.3 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 Six months ended (in millions) 2023 2022 2023 2022 Anti-dilutive options and RSUs excluded from EPS computation 5.5 5.4 5.5 5.4 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 June 30, 2023, the Company has $110.7 million remaining under its current share repurchase authorization. No shares were repurchased during the six months ended June 30, 2023 or June 30, 2022 under this authorization. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION On November 30, 2017, the Company’s stockholders approved the adoption of the 2017 Employee, Director and Consultant Equity Incentive Plan (as amended, the “2017 Plan”). The 2017 Plan allows the Company, under the direction of the Compensation and Human Capital Committee (the "CHCC") of the Board of Directors, to make grants of restricted stock and stock unit awards to employees, consultants, and directors. Stockholders have subsequently approved amendments to the 2017 Plan increasing the shares available to grant thereunder, including most recently at the Company's annual meeting of stockholders held on June 1, 2023 when stockholders approved an amendment to the 2017 Plan to increase the aggregate number of shares of common stock available thereunder for the granting of awards by an additional 4.8 million shares. As of June 30, 2023, the Company has 4.9 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 The performance and market conditions associated with PSU awards granted during the six months ended June 30, 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 the 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 six months ended June 30, 2023 is as follows: (number of shares in millions) Number Weighted Options outstanding at December 31, 2022 0.7 $ 13.38 Less: Options exercised — $ — Options canceled or expired — $ — Options outstanding at June 30, 2023 0.7 $ 13.38 Options exercisable at June 30, 2023 0.4 $ 13.38 As of June 30, 2023, there was $0.8 million of total unrecognized stock-based compensation expense related to stock options that will be recognized over a weighted-average period of 1.2 years. There were no options granted during the six months ended June 30, 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 six months ended June 30, 2023 is as follows: (number of shares in millions) Number Weighted RSUs unvested and outstanding at December 31, 2022 3.7 $ 25.08 RSUs granted 2.0 $ 24.07 Less: RSUs vested (0.7) $ 26.42 RSUs canceled (0.2) $ 24.95 RSUs unvested and outstanding at June 30, 2023 4.8 $ 24.47 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 2012 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 June 30, 2023, 1.5 million shares of common stock were available for issuance under the Amended and Restated 2012 Purchase Plan. 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 Six months ended (in millions) 2023 2022 2023 2022 Cost of testing revenue $ 0.4 $ 0.5 $ 0.7 $ 0.8 Research and development expense 1.1 1.0 1.7 3.4 Selling, general, and administrative expense 9.7 8.9 16.3 16.3 Total stock-based compensation expense $ 11.2 $ 10.4 $ 18.7 $ 20.5 |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXESIn 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.For the three months ended June 30, 2023, there was no income tax expense, or approximately 0% of pre-tax loss, compared to an income tax benefit of $3.8 million, or approximately 21.2% of pre-tax loss, for the three months ended June 30, 2022. Income tax expense for the six months ended June 30, 2023 was $2.1 million, or approximately (1.24)% of pre-tax loss, compared to an income benefit of $9.7 million, or approximately 21.9% of pre-tax loss for the six months ended June 30, 2022. For the three and six months ended June 30, 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 and six months ended June 30, 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. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 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. As of June 30, 2023, except as noted below, 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. On August 3, 2023, the Company entered into a stipulation and agreement of settlement (the "Settlement Agreement") to resolve this lawsuit. Also on August 3, 2023, the parties filed a motion seeking court approval of the settlement. Defendants continue to deny any liability. Pursuant to the terms of the Settlement Agreement, the Company has agreed to pay a settlement amount of $77.5 million (the “Settlement Amount”), consisting of at least $20 million in cash (the “Initial Cash Amount”) and up to $57.5 million in freely tradeable shares of common stock. Within ten business days of preliminary court approval of the settlement, which is expected to occur in the third quarter of 2023, the Company is required to deposit the Initial Cash Amount into an escrow account controlled by plaintiff's counsel. Prior to the hearing on the final approval of the settlement (the “Final Approval Hearing”), the Company can elect to pay all or a portion of the remaining $57.5 million of the Settlement Amount in cash (the “Additional Cash Amount”) or shares of common stock (the “Stock Component”). The number of shares of common stock, if any, that the Company will issue in connection with the settlement (the "Settlement Shares") will be calculated by dividing the Stock Component by the volume-weighted average price of common stock for the ten As part of the settlement, the settlement class has agreed to release the Company, the other defendants named in the lawsuit, and certain of their respective related parties from any and all claims, suits, causes of action, damages, demands, liabilities, or losses that are based upon, arise from, or relate to (a) the purchase, acquisition or trading of any common stock during the class period from August 9, 2017 until February 6, 2020; and (b) the allegations, transactions, facts, matters or occurrences, representations, or omissions involved, set forth, or referred to in the class action. The Settlement Agreement contains no admission of liability, wrongdoing or responsibility by any of the parties. The settlement is subject to court approval. The Company has accrued $77.5 million for the pending settlement of this action, which is included in Accrued liabilities in the Company's Condensed Consolidated Balance Sheet as of June 30, 2023. 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. 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. The parties are currently engaged in fact discovery. 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, as well as punitive 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. The case is currently in on-going non-expert fact discovery, which is set to close on May 13, 2024. |
SUPPLEMENTAL CASH FLOW INFORMAT
SUPPLEMENTAL CASH FLOW INFORMATION | 6 Months Ended |
Jun. 30, 2023 | |
Supplemental Cash Flow Elements [Abstract] | |
SUPPLEMENTAL CASH FLOW INFORMATION | SUPPLEMENTAL CASH FLOW INFORMATION The Company's supplemental cash flow information for the six months ended June 30, 2023 and June 30, 2022 are as follows: Six months ended (in millions) 2023 2022 Cash paid for income taxes $ 1.1 $ 1.0 Non-cash investing and financing activities: Establishment of operating lease right-of-use assets and lease liabilities Operating lease right-of-use assets $ 8.4 $ 15.5 Operating lease liabilities 8.7 15.5 Tenant improvement allowance not yet received — 16.0 Purchases of property, plant and equipment in accounts payable and accrued liabilities 7.5 4.3 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. Six months ended (in millions) 2023 2022 Cash and cash equivalents $ 102.8 $ 104.2 Restricted cash 9.9 2.0 Total cash, cash equivalents, and restricted cash $ 112.7 $ 106.2 |
LEASES
LEASES | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
LEASES | LEASES The Company leases certain office spaces and research and development laboratory facilities, vehicles, and office equipment with remaining lease terms ranging from one 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 six months ended June 30, 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 six months ended June 30, 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. The Company expects to designate a sub-lessee or new tenant for the facility and therefore has not recognized a loss on the lease as of June 30, 2023. The Company will remain liable for all rent payments until a sub-lessee or new tenant can be found. As of June 30, 2023, except as noted above, the Company expects to continue to occupy our existing facilities until the expiration of the leases. |
BUSINESS ACQUISITIONS
BUSINESS ACQUISITIONS | 6 Months Ended |
Jun. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
BUSINESS ACQUISITIONS | 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 Six Months Ended (in thousands) Revenue $ 184,466 $ 354,675 Net loss (14,663) (35,775) Revenue and net loss from Gateway included in the Company's Consolidated Statements of Operations during the three and six months ended June 30, 2023 is $5.1 million and $(1.6) million, respectively, and $10.6 million and $(2.2) million, respectively. |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE LOSS | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
ACCUMULATED OTHER COMPREHENSIVE LOSS | 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 0.8 Reclassification of cumulative translation adjustment to income upon liquidation of an investment in a foreign entity 0.5 Ending balance June 30, 2023 $ (4.9) |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Pay vs Performance Disclosure | ||||||
Net loss | $ (116.1) | $ (54.7) | $ (14.1) | $ (20.5) | $ (170.8) | $ (34.6) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
BASIS OF PRESENTATION (Policies
BASIS OF PRESENTATION (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | The accompanying Condensed Consolidated Financial Statements for the Company have been prepared in accordance with 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. |
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.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. 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 and six months ended June 30, 2023. During the three and six months ended June 30, 2022, the Company recognized $11.7 million and $19.9 million in revenue, respectively, which resulted in a $0.11 and $0.19 impact to earnings per share, respectively, 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. |
Concentration of Credit Risk | Concentration of Credit RiskFinancial 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. |
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. |
REVENUE (Tables)
REVENUE (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Total Revenue by Type and by U.S versus Rest of World | 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 June 30, 2023 2022 (in millions) U.S. RoW Total U.S. RoW Total Testing revenues: Hereditary Cancer $ 64.5 $ 12.2 $ 76.7 $ 69.8 $ 9.6 $ 79.4 Tumor Profiling 27.3 8.7 36.0 21.5 12.0 33.5 Prenatal 35.4 0.2 35.6 33.1 0.2 33.3 Pharmacogenomics 35.2 — 35.2 33.1 — 33.1 Total revenue $ 162.4 $ 21.1 $ 183.5 $ 157.5 $ 21.8 $ 179.3 Six months ended June 30, 2023 2022 (in millions) U.S. RoW Total U.S. RoW Total Testing revenues: Hereditary Cancer $ 128.5 $ 23.9 $ 152.4 $ 130.5 $ 19.8 $ 150.3 Tumor Profiling 56.1 17.2 73.3 41.2 24.8 66.0 Prenatal 71.4 0.4 71.8 64.8 0.4 65.2 Pharmacogenomics 67.2 — 67.2 62.4 — 62.4 Autoimmune — — — 0.3 — 0.3 Total revenue $ 323.2 $ 41.5 $ 364.7 $ 299.2 $ 45.0 $ 344.2 |
MARKETABLE INVESTMENT SECURIT_2
MARKETABLE INVESTMENT SECURITIES (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Fair Value for Available-for-Sale Securities by Major Security Type and Class of Security | The amortized cost, gross unrealized holding gains, gross unrealized holding losses, and fair value for available-for-sale securities by major security type and class of security at June 30, 2023 and December 31, 2022 were as follows: (in millions) Amortized Gross Gross Estimated June 30, 2023 Cash and cash equivalents: Cash $ 102.2 $ — $ — $ 102.2 Cash equivalents 0.6 — — 0.6 Total cash and cash equivalents 102.8 — — 102.8 Available-for-sale: Corporate bonds and notes 10.9 — (0.3) 10.6 Municipal bonds 8.1 — (0.1) 8.0 Federal agency issues 3.5 — (0.1) 3.4 U.S. government securities 3.0 — — 3.0 Total $ 128.3 $ — $ (0.5) $ 127.8 (in millions) Amortized Gross Gross Estimated 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 |
Schedule of Cash, Cash Equivalents, and Maturities of Debt Securities Classified as Available-For-Sale Securities | Cash, cash equivalents, and maturities of debt securities classified as available-for-sale securities were as follows at June 30, 2023: (in millions) Amortized Estimated Cash $ 102.2 $ 102.2 Cash equivalents 0.6 0.6 Available-for-sale: Due within one year 19.0 18.8 Due after one year through five years 6.5 6.2 Due after five years — — Total $ 128.3 $ 127.8 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value of Financial Assets and Liabilities | The following table sets forth the fair value of the financial assets and liabilities that the Company re-measures on a regular basis: (in millions) Level 1 Level 2 Level 3 Total June 30, 2023 Money market funds (a) $ 0.6 $ — $ — $ 0.6 Corporate bonds and notes — 10.6 — 10.6 Municipal bonds — 8.0 — 8.0 Federal agency issues — 3.4 — 3.4 U.S. government securities — 3.0 — 3.0 Contingent consideration — — (7.6) (7.6) Total $ 0.6 $ 25.0 $ (7.6) $ 18.0 (a) Money market funds are primarily comprised of exchange traded funds and accrued interest. (in millions) Level 1 Level 2 Level 3 Total December 31, 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. |
Schedule of Change in Fair Value of Contingent Consideration | The following table reconciles the change in the fair value of the contingent consideration during the periods presented: (in millions) Carrying Balance at December 31, 2022 $ 6.8 Change in fair value recognized in the Statements of Operations 0.8 Ending balance at June 30, 2023 $ 7.6 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT, NET (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment, Net | The property, plant and equipment at June 30, 2023 and December 31, 2022 were as follows: (in millions) June 30, December 31, Leasehold improvements $ 90.8 $ 67.9 Equipment 136.1 124.7 Property, plant and equipment, gross 226.9 192.6 Less accumulated depreciation (114.9) (109.2) Property, plant and equipment, net $ 112.0 $ 83.4 The Company recorded depreciation during the respective periods as follows: Three months ended Six months ended (in millions) 2023 2022 2023 2022 Depreciation expense $ 2.7 $ 2.8 $ 11.4 $ 5.6 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in Carrying Amount of Goodwill | The following table summarizes the changes in the carrying amount of goodwill for the six months ended June 30, 2023: (in millions) Total Beginning balance $ 286.8 Translation adjustments 0.4 Ending balance $ 287.2 |
Schedule of Amortizable Intangible Assets | The following summarizes the amounts reported as intangible assets: (in millions) Gross Accumulated Net At June 30, 2023 Developed technologies $ 625.6 $ (274.0) $ 351.6 Customer relationships 1.6 (0.1) 1.5 Trademarks 6.1 (0.4) 5.7 Total intangible assets $ 633.3 $ (274.5) $ 358.8 (in millions) Gross Accumulated 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 |
Schedule of Non-amortizable Intangible Assets | The following summarizes the amounts reported as intangible assets: (in millions) Gross Accumulated Net At June 30, 2023 Developed technologies $ 625.6 $ (274.0) $ 351.6 Customer relationships 1.6 (0.1) 1.5 Trademarks 6.1 (0.4) 5.7 Total intangible assets $ 633.3 $ (274.5) $ 358.8 (in millions) Gross Accumulated 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 |
Schedule of Recorded Amortization Expense for Intangible Assets | The Company recorded amortization expense during the respective periods for these intangible assets as follows: Three months ended Six months ended (in millions) 2023 2022 2023 2022 Amortization of intangible assets $ 10.6 $ 10.2 $ 21.3 $ 20.3 |
ACCRUED LIABILITIES (Tables)
ACCRUED LIABILITIES (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | The Company's accrued liabilities at June 30, 2023 and December 31, 2022 were as follows: (in millions) June 30, December 31, Employee compensation and benefits $ 37.0 $ 41.2 Accrued taxes payable 4.6 4.8 Refunds payable and reserves 17.4 19.3 Short-term contingent consideration 5.7 — Accrued royalties 5.1 4.8 Legal charges pending settlement 77.5 — Other accrued liabilities 17.0 24.2 Total accrued liabilities $ 164.3 $ 94.3 |
OTHER LONG-TERM LIABILITIES (Ta
OTHER LONG-TERM LIABILITIES (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Other Long-Term Liabilities | The Company's other long-term liabilities at June 30, 2023 and December 31, 2022 were as follows: (in millions) June 30, December 31, Contingent consideration $ 1.9 $ 6.8 Escrow liability 7.5 7.5 Other 2.0 0.2 Total other long-term liabilities $ 11.4 $ 14.5 |
PREFERRED AND COMMON STOCKHOL_2
PREFERRED AND COMMON STOCKHOLDERS' EQUITY (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Schedule of Common Stock Issued and Outstanding | Shares of common stock issued and outstanding Six months ended (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 0.7 0.6 Common stock issued and outstanding at end of period 81.9 80.6 |
Schedule of Reconciliation of Denominators of Basic and Diluted Earnings Per Share Computations | The following is a reconciliation of the denominators of the basic and diluted earnings per share (“EPS”) computations: Three months ended Six months ended (in millions) 2023 2022 2023 2022 Denominator: Weighted-average shares outstanding used to compute basic EPS 81.7 80.4 81.5 80.3 Effect of dilutive shares — — — — Weighted-average shares outstanding and dilutive securities used to compute diluted EPS 81.7 80.4 81.5 80.3 |
Schedule of Potential Dilutive Common Shares | These potential dilutive shares of common stock, which may be dilutive to future diluted earnings per share, are as follows: Three months ended Six months ended (in millions) 2023 2022 2023 2022 Anti-dilutive options and RSUs excluded from EPS computation 5.5 5.4 5.5 5.4 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock Option Activity | A summary of the stock option activity for the six months ended June 30, 2023 is as follows: (number of shares in millions) Number Weighted Options outstanding at December 31, 2022 0.7 $ 13.38 Less: Options exercised — $ — Options canceled or expired — $ — Options outstanding at June 30, 2023 0.7 $ 13.38 Options exercisable at June 30, 2023 0.4 $ 13.38 |
Schedule of Restricted Stock Unit Activity | A summary of the RSU awards activity under the Company’s equity plan and inducement awards, including PSU awards, for the six months ended June 30, 2023 is as follows: (number of shares in millions) Number Weighted RSUs unvested and outstanding at December 31, 2022 3.7 $ 25.08 RSUs granted 2.0 $ 24.07 Less: RSUs vested (0.7) $ 26.42 RSUs canceled (0.2) $ 24.95 RSUs unvested and outstanding at June 30, 2023 4.8 $ 24.47 |
Schedule of 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 Six months ended (in millions) 2023 2022 2023 2022 Cost of testing revenue $ 0.4 $ 0.5 $ 0.7 $ 0.8 Research and development expense 1.1 1.0 1.7 3.4 Selling, general, and administrative expense 9.7 8.9 16.3 16.3 Total stock-based compensation expense $ 11.2 $ 10.4 $ 18.7 $ 20.5 |
SUPPLEMENTAL CASH FLOW INFORM_2
SUPPLEMENTAL CASH FLOW INFORMATION (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Supplemental Cash Flow Information | The Company's supplemental cash flow information for the six months ended June 30, 2023 and June 30, 2022 are as follows: Six months ended (in millions) 2023 2022 Cash paid for income taxes $ 1.1 $ 1.0 Non-cash investing and financing activities: Establishment of operating lease right-of-use assets and lease liabilities Operating lease right-of-use assets $ 8.4 $ 15.5 Operating lease liabilities 8.7 15.5 Tenant improvement allowance not yet received — 16.0 Purchases of property, plant and equipment in accounts payable and accrued liabilities 7.5 4.3 |
Schedule of Cash and Cash Equivalents | 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. Six months ended (in millions) 2023 2022 Cash and cash equivalents $ 102.8 $ 104.2 Restricted cash 9.9 2.0 Total cash, cash equivalents, and restricted cash $ 112.7 $ 106.2 |
Schedule of Restrictions on Cash and Cash Equivalents | 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. Six months ended (in millions) 2023 2022 Cash and cash equivalents $ 102.8 $ 104.2 Restricted cash 9.9 2.0 Total cash, cash equivalents, and restricted cash $ 112.7 $ 106.2 |
BUSINESS ACQUISITIONS (Tables)
BUSINESS ACQUISITIONS (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | 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 |
Schedule of Pro Forma Information | Three Months Ended Six Months Ended (in thousands) Revenue $ 184,466 $ 354,675 Net loss (14,663) (35,775) |
ACCUMULATED OTHER COMPREHENSI_2
ACCUMULATED OTHER COMPREHENSIVE LOSS (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Schedule of Cumulative Translation Adjustments in Accumulated Other Comprehensive Loss | 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 0.8 Reclassification of cumulative translation adjustment to income upon liquidation of an investment in a foreign entity 0.5 Ending balance June 30, 2023 $ (4.9) |
BASIS OF PRESENTATION (Details)
BASIS OF PRESENTATION (Details) | 6 Months Ended |
Jun. 30, 2023 segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of reporting segments | 1 |
REVENUE - Schedule of Total Rev
REVENUE - Schedule of Total Revenue by Type and by U.S versus Rest of World (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 183.5 | $ 179.3 | $ 364.7 | $ 344.2 |
U.S. | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 162.4 | 157.5 | 323.2 | 299.2 |
RoW | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 21.1 | 21.8 | 41.5 | 45 |
Hereditary Cancer | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 76.7 | 79.4 | 152.4 | 150.3 |
Hereditary Cancer | U.S. | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 64.5 | 69.8 | 128.5 | 130.5 |
Hereditary Cancer | RoW | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 12.2 | 9.6 | 23.9 | 19.8 |
Tumor Profiling | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 36 | 33.5 | 73.3 | 66 |
Tumor Profiling | U.S. | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 27.3 | 21.5 | 56.1 | 41.2 |
Tumor Profiling | RoW | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 8.7 | 12 | 17.2 | 24.8 |
Prenatal | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 35.6 | 33.3 | 71.8 | 65.2 |
Prenatal | U.S. | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 35.4 | 33.1 | 71.4 | 64.8 |
Prenatal | RoW | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 0.2 | 0.2 | 0.4 | 0.4 |
Pharmacogenomics | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 35.2 | 33.1 | 67.2 | 62.4 |
Pharmacogenomics | U.S. | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 35.2 | 33.1 | 67.2 | 62.4 |
Pharmacogenomics | RoW | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 0 | $ 0 | 0 | 0 |
Autoimmune | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 0 | 0.3 | ||
Autoimmune | U.S. | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 0 | 0.3 | ||
Autoimmune | RoW | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 0 | $ 0 |
REVENUE - Narrative (Details)
REVENUE - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Revenue and Concentration Risk [Line Items] | ||||
Revenue (decrease) increase due to changes in estimated transaction price due to contractual adjustments | $ 11,700,000 | $ 19,900,000 | ||
Capitalized costs incurred to obtain or fulfill contract | $ 0 | $ 0 | ||
Performance Obligation Estimate | ||||
Revenue and Concentration Risk [Line Items] | ||||
Change in earnings per share (dollars per share) | $ 0.11 | $ 0.19 | ||
Government Contracts Concentration Risk | Medicare | Revenues | ||||
Revenue and Concentration Risk [Line Items] | ||||
Concentration risk (percent) | 12% | 13% | 11% | 13% |
MARKETABLE INVESTMENT SECURIT_3
MARKETABLE INVESTMENT SECURITIES - Schedule of Fair Value for Available-for-Sale Securities by Major Security Type and Class of Security (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 |
Cash and cash equivalents: | |||
Amortized cost | $ 102.8 | $ 56.9 | $ 104.2 |
Estimated fair value | 102.8 | 56.9 | |
Total | |||
Amortized cost | 128.3 | 172.4 | |
Gross unrealized holding gains | 0 | 0 | |
Gross unrealized holding losses | (0.5) | (2.7) | |
Estimated fair value | 127.8 | 169.7 | |
Corporate bonds and notes | |||
Available-for-sale: | |||
Amortized cost | 10.9 | 66.7 | |
Gross unrealized holding gains | 0 | 0 | |
Gross unrealized holding losses | (0.3) | (1.6) | |
Estimated fair value | 10.6 | 65.1 | |
Municipal bonds | |||
Available-for-sale: | |||
Amortized cost | 8.1 | 16.3 | |
Gross unrealized holding gains | 0 | 0 | |
Gross unrealized holding losses | (0.1) | (0.3) | |
Estimated fair value | 8 | 16 | |
Federal agency issues | |||
Available-for-sale: | |||
Amortized cost | 3.5 | 20.7 | |
Gross unrealized holding gains | 0 | 0 | |
Gross unrealized holding losses | (0.1) | (0.7) | |
Estimated fair value | 3.4 | 20 | |
U.S. government securities | |||
Available-for-sale: | |||
Amortized cost | 3 | 11.8 | |
Gross unrealized holding gains | 0 | 0 | |
Gross unrealized holding losses | 0 | (0.1) | |
Estimated fair value | 3 | 11.7 | |
Cash | |||
Cash and cash equivalents: | |||
Amortized cost | 102.2 | 53.6 | |
Estimated fair value | 102.2 | 53.6 | |
Cash equivalents | |||
Cash and cash equivalents: | |||
Amortized cost | 0.6 | 3.3 | |
Estimated fair value | $ 0.6 | $ 3.3 |
MARKETABLE INVESTMENT SECURIT_4
MARKETABLE INVESTMENT SECURITIES - Schedule of Cash, Cash Equivalents, and Maturities of Debt Securities Classified as Available-For-Sale Securities (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 |
Amortized cost | |||
Cash and cash equivalents | $ 102.8 | $ 56.9 | $ 104.2 |
Available-for-sale, Due within one year | 19 | ||
Available-for-sale, Due after one year through five years | 6.5 | ||
Available-for-sale, Due after five years | 0 | ||
Amortized cost | 128.3 | 172.4 | |
Estimated fair value | |||
Cash and cash equivalents | 102.8 | 56.9 | |
Available-for-sale, Due within one year | 18.8 | ||
Available-for-sale, Due after one year through five years | 6.2 | ||
Available-for-sale, Due after five years | 0 | ||
Estimated fair value | 127.8 | 169.7 | |
Cash | |||
Amortized cost | |||
Cash and cash equivalents | 102.2 | 53.6 | |
Estimated fair value | |||
Cash and cash equivalents | 102.2 | 53.6 | |
Cash equivalents | |||
Amortized cost | |||
Cash and cash equivalents | 0.6 | 3.3 | |
Estimated fair value | |||
Cash and cash equivalents | $ 0.6 | $ 3.3 |
FAIR VALUE MEASUREMENTS - Narra
FAIR VALUE MEASUREMENTS - Narrative (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Level 3 | Measurement Input, Expected Term | Sividon | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Measurement period for earn out liability | 12 years |
Level 3 | Measurement Input, Expected Term | Gateway | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Measurement period for earn out liability | 1 year 9 months |
Level 2 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Estimated fair value of long-term debt | $ 40 |
FAIR VALUE MEASUREMENTS - Sched
FAIR VALUE MEASUREMENTS - Schedule of Fair Value of Financial Assets and Liabilities (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | $ 18 | $ 109.3 |
Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 0.6 | 3.3 |
Corporate bonds and notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 10.6 | 65.1 |
Municipal bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 8 | 16 |
Federal agency issues | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 3.4 | 20 |
U.S. government securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 3 | 11.7 |
Contingent consideration | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | (7.6) | (6.8) |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 0.6 | 3.3 |
Level 1 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 0.6 | 3.3 |
Level 1 | Corporate bonds and notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 0 | 0 |
Level 1 | Municipal bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 0 | 0 |
Level 1 | Federal agency issues | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 0 | 0 |
Level 1 | U.S. government securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 0 | 0 |
Level 1 | Contingent consideration | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 0 | 0 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 25 | 112.8 |
Level 2 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 0 | 0 |
Level 2 | Corporate bonds and notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 10.6 | 65.1 |
Level 2 | Municipal bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 8 | 16 |
Level 2 | Federal agency issues | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 3.4 | 20 |
Level 2 | U.S. government securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 3 | 11.7 |
Level 2 | Contingent consideration | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 0 | 0 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | (7.6) | (6.8) |
Level 3 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 0 | 0 |
Level 3 | Corporate bonds and notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 0 | 0 |
Level 3 | Municipal bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 0 | 0 |
Level 3 | Federal agency issues | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 0 | 0 |
Level 3 | U.S. government securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 0 | 0 |
Level 3 | Contingent consideration | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | $ (7.6) | $ (6.8) |
FAIR VALUE MEASUREMENTS - Sch_2
FAIR VALUE MEASUREMENTS - Schedule of Change in Fair Value of Contingent Consideration (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Reconciliation of change in fair value of contingent consideration | |
Beginning balance | $ 6.8 |
Change in fair value recognized in the Statements of Operations | 0.8 |
Ending balance | $ 7.6 |
PROPERTY, PLANT AND EQUIPMENT_3
PROPERTY, PLANT AND EQUIPMENT, NET - Schedule of Property, Plant and Equipment, Net (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 226.9 | $ 192.6 |
Less accumulated depreciation | (114.9) | (109.2) |
Property, plant and equipment, net | 112 | 83.4 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 90.8 | 67.9 |
Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 136.1 | $ 124.7 |
PROPERTY, PLANT AND EQUIPMENT_4
PROPERTY, PLANT AND EQUIPMENT, NET - Narrative (Details) - Leasehold improvements - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Jun. 30, 2022 | |
Property, Plant and Equipment [Line Items] | |||
Accelerated depreciation | $ 5.7 | ||
Impairment charge | $ 2.1 | $ 2.1 |
PROPERTY, PLANT AND EQUIPMENT_5
PROPERTY, PLANT AND EQUIPMENT, NET - Schedule of Depreciation Expense (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 2.7 | $ 2.8 | $ 11.4 | $ 5.6 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS - Schedule of Changes in Carrying Amount of Goodwill (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Goodwill [Roll Forward] | |
Beginning balance | $ 286.8 |
Translation adjustments | 0.4 |
Ending balance | $ 287.2 |
GOODWILL AND INTANGIBLE ASSETS-
GOODWILL AND INTANGIBLE ASSETS- Schedule of Intangible Assets (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Intangible Assets [Line Items] | ||
Accumulated Amortization | $ (274.5) | $ (253) |
Gross Carrying Amount, total | 633.3 | 632.7 |
Net, total | 358.8 | 379.7 |
Developed technologies | ||
Intangible Assets [Line Items] | ||
Gross Carrying Amount | 625.6 | 625 |
Accumulated Amortization | (274) | (252.9) |
Net | 351.6 | 372.1 |
Customer relationships | ||
Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1.6 | 1.6 |
Accumulated Amortization | (0.1) | 0 |
Net | 1.5 | 1.6 |
Trademarks | ||
Intangible Assets [Line Items] | ||
Gross Carrying Amount | 6.1 | 6.1 |
Accumulated Amortization | (0.4) | (0.1) |
Net | $ 5.7 | $ 6 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS - Schedule of Recorded Amortization Expense for Intangible Assets (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization of intangible assets | $ 10.6 | $ 10.2 | $ 21.3 | $ 20.3 |
ACCRUED LIABILITIES (Details)
ACCRUED LIABILITIES (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Employee compensation and benefits | $ 37 | $ 41.2 |
Accrued taxes payable | 4.6 | 4.8 |
Refunds payable and reserves | 17.4 | 19.3 |
Short-term contingent consideration | 5.7 | 0 |
Accrued royalties | 5.1 | 4.8 |
Legal charges pending settlement | 77.5 | 0 |
Other accrued liabilities | 17 | 24.2 |
Total accrued liabilities | $ 164.3 | $ 94.3 |
LONG-TERM DEBT (Details)
LONG-TERM DEBT (Details) - Line of Credit - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | |
ABL Facility | |||
Debt Instrument [Line Items] | |||
Line of credit facility, commitment fee amount | $ 48,500,000 | ||
Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Long-term debt | $ 0 | 0 | $ 0 |
Availability threshold amount | 12,500,000 | ||
Revolving Credit Facility | ABL Facility | |||
Debt Instrument [Line Items] | |||
Maximum aggregate principal commitment | 90,000,000 | 90,000,000 | |
Line of credit, increase in maximum principal upon request | 25,000,000 | 25,000,000 | |
Increase principal commitment | 115,000,000 | 115,000,000 | |
Long-term debt | 40,000,000 | $ 40,000,000 | |
Debt issuance costs | $ (1,600,000) | ||
Line of credit facility, borrowing base, percent of eligible accounts receivable plus certain cash held | 85% | 85% | |
Line of credit facility, borrowing base, eligible cash held | $ 20,000,000 | $ 20,000,000 | |
Line of credit facility, borrowing base, eligible cash collections, period | 60 days | ||
Interest rate, stated percentage | 7.59% | 7.59% | |
Debt instrument, covenant, liquidity amount, minimum | $ 60,000,000 | ||
Debt instrument, covenant, availability amount, minimum | $ 25,000,000 | ||
Fixed charge ratio, minimum | 1 | 1 | |
Line of credit facility, commitment fee amount | $ 10,600,000 | ||
Line of credit facility, commitment fee percentage | 12.50% | ||
Borrowing base period | 30 days | ||
Availability threshold amount | $ 12,500,000 | ||
Debt instrument, maximum amount borrowing base period | 45 days | ||
Revolving Credit Facility | ABL Facility | Minimum | |||
Debt Instrument [Line Items] | |||
Undrawn fee (percent) | 0.375% | ||
Availability threshold, percentage of maximum commitment amount | 15% | 15% | |
Revolving Credit Facility | ABL Facility | Maximum | |||
Debt Instrument [Line Items] | |||
Undrawn fee (percent) | 0.50% | ||
Availability threshold, percentage of maximum commitment amount | 15% | 15% | |
Revolving Credit Facility | ABL Facility | NYFRB | Variable Rate, Scenario One | |||
Debt Instrument [Line Items] | |||
Basis spread on rate (percent) | 0.50% | ||
Revolving Credit Facility | ABL Facility | Secured Overnight Financing Rate (SOFR) | Variable Rate, Scenario One | |||
Debt Instrument [Line Items] | |||
Basis spread on rate (percent) | 1% | ||
Revolving Credit Facility | ABL Facility | Secured Overnight Financing Rate (SOFR) | Variable Rate, Scenario Two | |||
Debt Instrument [Line Items] | |||
Basis spread on rate (percent) | 0.10% | ||
SOFR floor (percent) | 0% | ||
Revolving Credit Facility | ABL Facility | Secured Overnight Financing Rate (SOFR) | Minimum | Variable Rate, Scenario One | |||
Debt Instrument [Line Items] | |||
Basis spread on rate (percent) | 1% | ||
Revolving Credit Facility | ABL Facility | Secured Overnight Financing Rate (SOFR) | Minimum | Variable Rate, Scenario Two | |||
Debt Instrument [Line Items] | |||
Basis spread on rate (percent) | 2% | ||
Revolving Credit Facility | ABL Facility | Secured Overnight Financing Rate (SOFR) | Maximum | Variable Rate, Scenario One | |||
Debt Instrument [Line Items] | |||
Basis spread on rate (percent) | 1.50% | ||
Revolving Credit Facility | ABL Facility | Secured Overnight Financing Rate (SOFR) | Maximum | Variable Rate, Scenario Two | |||
Debt Instrument [Line Items] | |||
Basis spread on rate (percent) | 2.50% | ||
Revolving Credit Facility | ABL Facility | ABR Floor | Variable Rate, Scenario Two | |||
Debt Instrument [Line Items] | |||
SOFR floor (percent) | 1% |
OTHER LONG-TERM LIABILITIES (De
OTHER LONG-TERM LIABILITIES (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Other Liabilities Disclosure [Abstract] | ||
Contingent consideration | $ 1.9 | $ 6.8 |
Escrow liability | 7.5 | 7.5 |
Other | 2 | 0.2 |
Total other long-term liabilities | $ 11.4 | $ 14.5 |
PREFERRED AND COMMON STOCKHOL_3
PREFERRED AND COMMON STOCKHOLDERS' EQUITY - Narrative (Details) - USD ($) | 6 Months Ended | ||||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2016 | |
Equity [Abstract] | |||||
Preferred stock authorized (shares) | 5,000,000 | ||||
Preferred stock, par value (dollars per share) | $ 0.01 | ||||
Preferred stock outstanding (shares) | 0 | ||||
Common stock authorized (shares) | 150,000,000 | ||||
Common stock, par value (dollars per share) | $ 0.01 | ||||
Common stock issued (shares) | 81,900,000 | 80,600,000 | 81,200,000 | 80,000,000 | |
Common stock outstanding (shares) | 81,900,000 | 80,600,000 | 81,200,000 | 80,000,000 | |
Share repurchase program, authorized amount | $ 200,000,000 | ||||
Share repurchase program, remaining repurchase authorization | $ 110,700,000 | ||||
Shares repurchased | 0 | 0 |
PREFERRED AND COMMON STOCKHOL_4
PREFERRED AND COMMON STOCKHOLDERS' EQUITY - Schedule of Common Stock Issued and Outstanding (Details) - shares shares in Millions | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Common shares issued and outstanding | ||
Beginning common stock issued (shares) | 81.2 | 80 |
Beginning common stock outstanding (shares) | 81.2 | 80 |
Common stock issued upon exercise of options, vesting of restricted stock units, and purchases under employee stock purchase plan (shares) | 0.7 | 0.6 |
Ending common stock issued (shares) | 81.9 | 80.6 |
Ending common stock outstanding (shares) | 81.9 | 80.6 |
PREFERRED AND COMMON STOCKHOL_5
PREFERRED AND COMMON STOCKHOLDERS' EQUITY - Schedule of Reconciliation of Denominators of Basic and Diluted Earnings Per Share Computations (Details) - shares shares in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Equity [Abstract] | ||||
Weighted-average shares outstanding used to compute basic EPS | 81.7 | 80.4 | 81.5 | 80.3 |
Effect of dilutive shares | 0 | 0 | 0 | 0 |
Weighted-average shares outstanding and dilutive securities used to compute diluted EPS | 81.7 | 80.4 | 81.5 | 80.3 |
PREFERRED AND COMMON STOCKHOL_6
PREFERRED AND COMMON STOCKHOLDERS' EQUITY - Schedule of Potential Dilutive Common Shares (Details) - shares shares in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Equity [Abstract] | ||||
Anti-dilutive options and RSUs excluded from EPS computation (shares) | 5.5 | 5.4 | 5.5 | 5.4 |
STOCK-BASED COMPENSATION - Narr
STOCK-BASED COMPENSATION - Narrative (Details) - USD ($) $ in Millions | 6 Months Ended | ||
Sep. 23, 2021 | Jun. 30, 2023 | Jun. 01, 2023 | |
Share-Based Compensation [Line Items] | |||
Unrecognized stock-based compensation expense related to stock options | $ 0.8 | ||
2017 Plan | |||
Share-Based Compensation [Line Items] | |||
Shares available for grant (shares) | 4,900,000 | 4,800,000 | |
2012 Purchase Plan | |||
Share-Based Compensation [Line Items] | |||
Number of additional shares authorized (shares) | 4,000,000 | ||
Maximum number of shares per participant per offering period (shares) | 5,000 | ||
Shares issued under the plan (shares) | 1,500,000 | ||
Options and RSUs | Non-Employee Director | |||
Share-Based Compensation [Line Items] | |||
Service period for award vesting (in years) | 1 year | ||
RSUs | |||
Share-Based Compensation [Line Items] | |||
Weighted-average period for recognition (in years) | 2 years 4 months 24 days | ||
Unrecognized stock-based compensation expense related to RSUs | $ 84.4 | ||
RSUs | Minimum | |||
Share-Based Compensation [Line Items] | |||
Service period for award vesting (in years) | 3 years | ||
RSUs | Maximum | |||
Share-Based Compensation [Line Items] | |||
Service period for award vesting (in years) | 4 years | ||
RSUs | Achievement Levels Based on EPS Targets | |||
Share-Based Compensation [Line Items] | |||
Vesting weight (percent) | 34% | ||
RSUs | Relative Total Stockholders Return | |||
Share-Based Compensation [Line Items] | |||
Vesting weight (percent) | 33% | ||
RSUs | Performance Based on Nasdaq Healthcare Provider Index | |||
Share-Based Compensation [Line Items] | |||
Vesting weight (percent) | 33% | ||
Stock Options | |||
Share-Based Compensation [Line Items] | |||
Weighted-average period for recognition (in years) | 1 year 2 months 12 days |
STOCK-BASED COMPENSATION - Sche
STOCK-BASED COMPENSATION - Schedule of Stock Option Activity (Details) shares in Millions | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Number of Shares | |
Options outstanding, beginning balance (shares) | shares | 0.7 |
Options exercised (shares) | shares | 0 |
Options canceled or expired (shares) | shares | 0 |
Options outstanding, ending balance (shares) | shares | 0.7 |
Options exercisable at end of period (shares) | shares | 0.4 |
Weighted Average Exercise Price | |
Options outstanding, beginning balance (dollars per share) | $ / shares | $ 13.38 |
Options exercised (dollars per share) | $ / shares | 0 |
Options canceled or expired (dollars per share) | $ / shares | 0 |
Options outstanding, ending balance (dollars per share) | $ / shares | 13.38 |
Options exercisable at end of period (dollars per share) | $ / shares | $ 13.38 |
STOCK-BASED COMPENSATION - Sc_2
STOCK-BASED COMPENSATION - Schedule of Restricted Stock Unit Activity (Details) - RSUs shares in Millions | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Number of Shares | |
RSUs unvested and outstanding, beginning balance (shares) | shares | 3.7 |
RSUs granted (shares) | shares | 2 |
RSUs vested (shares) | shares | (0.7) |
RSUs canceled (shares) | shares | (0.2) |
RSUs unvested and outstanding, ending balance (shares) | shares | 4.8 |
Weighted Average Grant Date Fair Value | |
RSUs unvested and outstanding, beginning balance (dollars per share) | $ / shares | $ 25.08 |
RSUs granted (dollars per share) | $ / shares | 24.07 |
RSUs vested (dollars per share) | $ / shares | 26.42 |
RSUs canceled (dollars per share) | $ / shares | 24.95 |
RSUs unvested and outstanding, ending balance (dollars per share) | $ / shares | $ 24.47 |
STOCK-BASED COMPENSATION - Sc_3
STOCK-BASED COMPENSATION - Schedule of Stock-Based Compensation Expense (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Share-Based Compensation Expense [Line Items] | ||||
Total stock-based compensation expense | $ 11.2 | $ 10.4 | $ 18.7 | $ 20.5 |
Cost of testing revenue | ||||
Share-Based Compensation Expense [Line Items] | ||||
Total stock-based compensation expense | 0.4 | 0.5 | 0.7 | 0.8 |
Research and development expense | ||||
Share-Based Compensation Expense [Line Items] | ||||
Total stock-based compensation expense | 1.1 | 1 | 1.7 | 3.4 |
Selling, general, and administrative expense | ||||
Share-Based Compensation Expense [Line Items] | ||||
Total stock-based compensation expense | $ 9.7 | $ 8.9 | $ 16.3 | $ 16.3 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense (benefit) | $ 0 | $ (3.8) | $ 2.1 | $ (9.7) |
Approximate tax rate | 0% | 21.20% | (1.24%) | 21.90% |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) $ in Millions | Aug. 03, 2023 USD ($) | Dec. 21, 2020 patent | Jun. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) |
Loss Contingencies [Line Items] | ||||
Legal charges pending settlement | $ 77.5 | $ 0 | ||
Raygen, Inc vs. Myriad Women's Health, Inc. | ||||
Loss Contingencies [Line Items] | ||||
Number of patents allegedly infringed | patent | 2 | |||
Myriad Genetics, Inc. Securities Litigation | Pending Litigation | ||||
Loss Contingencies [Line Items] | ||||
Legal charges pending settlement | $ 77.5 | |||
Myriad Genetics, Inc. Securities Litigation | Subsequent Event | ||||
Loss Contingencies [Line Items] | ||||
Settlement agreement | $ 77.5 | |||
Litigation settlement, amount awarded to other party, cash | 20 | |||
Litigation settlement, amount awarded to other party, common stock | 57.5 | |||
Litigation settlement, amount awarded to other party, elected payment | $ 57.5 | |||
Litigation settlement, period to determine awarded common stock | 10 days | |||
Litigation settlement, number of outstanding shares, common stock | 5% |
SUPPLEMENTAL CASH FLOW INFORM_3
SUPPLEMENTAL CASH FLOW INFORMATION - Schedule of Supplemental Cash Flow Information (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Supplemental Cash Flow Elements [Abstract] | ||
Cash paid for income taxes | $ 1.1 | $ 1 |
Establishment of operating lease right-of-use assets and lease liabilities | ||
Operating lease right-of-use assets | 8.4 | 15.5 |
Operating lease liabilities | 8.7 | 15.5 |
Tenant improvement allowance not yet received | 0 | 16 |
Purchases of property, plant and equipment in accounts payable and accrued liabilities | $ 7.5 | $ 4.3 |
SUPPLEMENTAL CASH FLOW INFORM_4
SUPPLEMENTAL CASH FLOW INFORMATION - Schedule of Cash and Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 |
Supplemental Cash Flow Elements [Abstract] | ||||
Cash and cash equivalents | $ 102.8 | $ 56.9 | $ 104.2 | |
Restricted cash | 9.9 | 2 | ||
Total cash, cash equivalents, and restricted cash | $ 112.7 | $ 66.4 | $ 106.2 | $ 258.8 |
LEASES (Details)
LEASES (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Mar. 31, 2022 | Jun. 30, 2022 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | |
Lessee, Lease, Description [Line Items] | |||||
Operating lease right-of-use assets | $ 106.6 | $ 103.9 | |||
Loss due to abandonment of facility | $ 8.6 | ||||
Goodwill and long-lived asset impairment charges | 10.7 | ||||
West Salt Lake City | |||||
Lessee, Lease, Description [Line Items] | |||||
Operating lease right-of-use assets | $ 5.9 | ||||
Operating lease liability | 5.9 | ||||
Lease payments due | $ 79.6 | ||||
Minimum | |||||
Lessee, Lease, Description [Line Items] | |||||
Remaining lease terms | 1 year | ||||
Maximum | |||||
Lessee, Lease, Description [Line Items] | |||||
Remaining lease terms | 15 years | ||||
Leasehold improvements | |||||
Lessee, Lease, Description [Line Items] | |||||
Impairment charge | $ 2.1 | $ 2.1 |
BUSINESS ACQUISITIONS - Narrati
BUSINESS ACQUISITIONS - Narrative (Details) - Gateway - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |
Nov. 01, 2022 | Jun. 30, 2023 | Jun. 30, 2023 | |
Business Acquisition [Line Items] | |||
Business acquisition consideration | $ 68.7 | ||
Business combination, pro forma information, revenue of acquiree since acquisition date, actual | $ 5.1 | $ 10.6 | |
Business combination, pro forma information, loss of acquiree since acquisition date, actual | $ (1.6) | $ (2.2) |
BUSINESS ACQUISITIONS - Schedul
BUSINESS ACQUISITIONS - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Nov. 01, 2022 |
Business Acquisition [Line Items] | |||
Goodwill | $ 287,200 | $ 286,800 | |
Gateway | |||
Business Acquisition [Line Items] | |||
Current assets | $ 1,053 | ||
Inventory | 1,900 | ||
Intangible assets | 17,800 | ||
Other non-current assets | 161 | ||
Total identifiable assets acquired | 20,914 | ||
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 | ||
Gateway | Developed technology | |||
Business Acquisition [Line Items] | |||
Intangible assets | 10,100 | ||
Gateway | Trademarks | |||
Business Acquisition [Line Items] | |||
Intangible assets | 6,100 | ||
Gateway | Customer relationships | |||
Business Acquisition [Line Items] | |||
Intangible assets | $ 1,600 |
BUSINESS ACQUISITIONS - Sched_2
BUSINESS ACQUISITIONS - Schedule of Pro Forma Information (Details) - Gateway - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2022 | Jun. 30, 2022 | |
Business Acquisition [Line Items] | ||
Revenue | $ 184,466 | $ 354,675 |
Net loss | $ (14,663) | $ (35,775) |
ACCUMULATED OTHER COMPREHENSI_3
ACCUMULATED OTHER COMPREHENSIVE LOSS (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||
Beginning balance | $ 835.2 | $ 885.8 | $ 950.1 | $ 967.8 | $ 885.8 | $ 967.8 |
Period translation adjustments | 2 | 1.5 | (1.3) | (2.5) | ||
Reclassification of cumulative translation adjustment to income upon liquidation of an investment in a foreign entity | (0.5) | 0 | (0.5) | 0 | ||
Ending balance | 735.2 | 835.2 | $ 947.4 | $ 950.1 | 735.2 | $ 947.4 |
Accumulated Foreign Currency Adjustment Attributable to Parent | ||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||
Beginning balance | $ (6.2) | (6.2) | ||||
Period translation adjustments | 0.8 | |||||
Reclassification of cumulative translation adjustment to income upon liquidation of an investment in a foreign entity | 0.5 | |||||
Ending balance | $ (4.9) | $ (4.9) |