What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2024-02-28 compared with 2023-03-01 · 247 added, 276 removed, 857 unchanged (38% of the section changed)

4 unchanged sentences

Consolidated Balance Sheets as of December 31, 202 3 and 202 2

Consolidated Statements of Operations for the Year s Ended December 31, 202 2 and 2021 , the Transition Period Ended December 31, 2020, and for the Year Ended June 30, 2020

Consolidated Statements of Comprehensive Loss for the Year s Ended December 31, 2022 and 2021,

the Transition Period Ended December 31, 2020 and for the Year Ended June 30, 2020

Consolidated Statements of Stockholders' Equity for the Years Ended December 31, 2022 and 2021 , the

Transition Period Ended December 31, 2020 and for the Year Ended June 30, 2020

Consolidated Statements of Cash Flows for the Year s Ended December 31, 202 2 and 2021, the Transition Period Ended December 31, 2020 and for the Year Ended June 30, 2020

Consolidated Statements of Operations for the Years Ended December 31, 2023, 2022 and 2021

Consolidated Statements of Comprehensive Loss for the Years Ended December 31, 2023, 2022 and 2021

Consolidated Statements of Stockholders' Equity for the Years Ended December 31, 2023, 2022 and 2021

Consolidated Statements of Cash Flows for the Years Ended December 31, 2023, 2022 and 2021

Notes to Consolidated Financial Statements

3 unchanged sentences

We have audited the accompanying consolidated balance sheets of Myriad Genetics, Inc.

and subsidiaries (the Company) as of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive loss, stockholders' equity and cash flows for the years ended December 31, 2022 and 2021, the six month period ended December 31, 2020 and the year in the period ended June 30, 2020, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2022 and 2021, and the results of its operations and its cash flows for the years ended December 31, 2022 and 2021, the six month period ended December 31, 2020 and the year in the period ended June 30, 2020, in conformity with U.S.

and subsidiaries (the Company) as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive loss, stockholders' equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with U.S.

generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated March 1, 2023 expressed an unqualified opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 28, 2024 expressed an unqualified opinion thereon.

Basis for Opinion

28 unchanged sentences

Salt Lake City, UT

March 1, 2023

February 28, 2024

MYRIAD GENETICS, INC.

24 unchanged sentences

Unrecognized tax benefits 30.2 26.8

Long-term deferred taxes 3.5 35.8

Long-term debt 38.5 —

Noncurrent operating lease liabilities 97.4 130.9

7 unchanged sentences

Accumulated deficit ( 629.5 ) ( 366.2 )

Total Myriad Genetics, Inc.

stockholders' equity 885.8 967.8

Non-controlling interest — —

Total stockholders' equity 783.2 885.8

5 unchanged sentences

(in millions, except per share amounts)

Years Ended December 31, Six-month Transition Period Ended December 31, Year Ended June 30,

Years Ended December 31,

2023 2022 2021

7 unchanged sentences

Selling, general, and administrative expense 572.9 514.7 537.8

Legal charges pending settlement — 62.0 — —

Legal settlements

Goodwill and long-lived asset impairment charges — 16.9 1.8

7 unchanged sentences

Loss before income tax ( 262.2 ) ( 140.6 ) ( 57.1 )

Income tax benefit ( 28.6 ) ( 29.9 ) ( 41.0 ) ( 23.7 )

Net loss ( 112.0 ) ( 27.2 ) ( 53.1 ) ( 199.6 )

Net loss attributable to non-controlling interest — — — ( 0.1 )

Net loss attributable to Myriad Genetics, Inc.

stockholders $ ( 112.0 ) $ ( 27.2 ) $ ( 53.1 ) $ ( 199.5 )

Income tax expense (benefit)

1.1 ( 28.6 ) ( 29.9 )

$ ( 263.3 ) $ ( 112.0 ) $ ( 27.2 )

Net loss per share:

7 unchanged sentences

(in millions)

Years Ended December 31, Six-month Transition Period Ended December 31, Year Ended June 30,

Years Ended December 31,

2023 2022 2021

1 unchanged sentence

stockholders $ ( 263.3 ) $ ( 112.0 ) $ ( 27.2 )

Unrealized gain (loss) on available-for-sale securities, net of tax ( 2.5 ) ( 1.0 ) ( 0.5 ) 0.7

Change in unrealized loss on available-for-sale securities, net of tax

1.2 ( 2.5 ) ( 1.0 )

Change in foreign currency translation adjustment, net of tax 2.1 ( 1.3 ) ( 1.8 )

Reclassification adjustments for losses included in net loss, net of tax

Reclassification of cumulative translation adjustment to income upon liquidation of an investment in a foreign entity, net of tax 0.4 — —

Comprehensive loss $ ( 258.1 ) $ ( 115.8 ) $ ( 30.0 )

6 unchanged sentences

capital Accumulated

comprehensive loss Retained

comprehensive loss Accumulated

deficit Myriad

1 unchanged sentence

Stockholders’

BALANCES AT JUNE 30, 2019 $ 0.7 $ 1,068.0 $ ( 5.4 ) $ 25.6 $ 1,088.9

Issuance of common stock under stock-based compensation plans, net of shares exchanged for withholding tax — 3.4 — — 3.4

Stock-based payment expense — 25.2 — — 25.2

Net loss — — — ( 199.5 ) ( 199.5 )

Reclassification out of accumulated other comprehensive loss upon the deconsolidation of a subsidiary — — 0.1 — 0.1

Other comprehensive income, net of tax — — 0.1 — 0.1

BALANCES AT JUNE 30, 2020 0.7 1,096.6 ( 5.2 ) ( 173.9 ) 918.2

BALANCES AT DECEMBER 31, 2020 $ 0.8 $ 1,109.5 $ ( 2.3 ) $ ( 227.0 ) $ 881.0

Issuance of common stock under stock-based compensation plans, net of shares exchanged for withholding tax — 80.3 — — 80.3

1 unchanged sentence

Net loss — — — ( 27.2 ) ( 27.2 )

Other comprehensive income, net of tax — — 2.9 — 2.9

Other comprehensive loss, net of tax — — ( 2.8 ) — ( 2.8 )

BALANCES AT DECEMBER 31, 2021 $ 0.8 $ 1,226.3 $ ( 5.1 ) $ ( 254.2 ) $ 967.8

5 unchanged sentences

Issuance of common stock under stock-based compensation plans, net of shares exchanged for withholding tax — ( 2.8 ) — — ( 2.8 )

Issuance of common stock for public offering, net 0.1 117.5 — — 117.6

Stock-based payment expense — 40.7 — — 40.7

Net loss — — — ( 263.3 ) ( 263.3 )

Other comprehensive loss, net of tax — — ( 3.8 ) — ( 3.8 )

Other comprehensive income, net of tax — — 5.2 — 5.2

BALANCES AT DECEMBER 31, 2023 $ 0.9 $ 1,415.5 $ ( 3.7 ) $ ( 629.5 ) $ 783.2

4 unchanged sentences

(in millions)

Years Ended December 31, Six-month Transition Period Ended December 31, Year Ended June 30,

Years Ended December 31,

2023 2022 2021

2 unchanged sentences

stockholders $ ( 263.3 ) $ ( 112.0 ) $ ( 27.2 )

Adjustments to reconcile net loss to net cash provided by operating activities:

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

Depreciation and amortization 61.9 52.7 62.8

Non-cash interest expense 1.7 1.5 0.4 0.5

Non-cash lease expense 11.3 11.7 12.8

Tenant improvement allowance received 18.0 — — —

Loss on termination of lease

Stock-based compensation expense 40.7 38.1 36.3

1 unchanged sentence

Unrecognized tax benefits 3.4 ( 1.1 ) ( 2.6 )

Non-cash impact of foreign currency transactions — — ( 1.0 ) —

Net realized losses on marketable investment securities

Loss on inventory — — 6.5

1 unchanged sentence

Gain on sale of businesses and assets — — ( 162.0 )

Other non-cash adjustments

Changes in assets and liabilities:

4 unchanged sentences

Other assets 0.6 ( 0.9 ) ( 3.6 )

Tenant improvement allowance received

Accounts payable ( 3.7 ) ( 3.5 ) 9.2

4 unchanged sentences

Capital expenditures ( 63.2 ) ( 45.3 ) ( 18.0 )

Capitalization of internal-use software costs

Acquisitions, net of cash acquired — ( 57.2 ) —

6 unchanged sentences

Payment of tax withheld for common stock issued under stock-based compensation plans ( 8.8 ) ( 10.6 ) ( 11.5 )

Payment of contingent consideration recognized at acquisition ( 3.0 ) ( 3.3 ) ( 0.1 ) ( 3.9 )

Fees associated with refinancing of revolving credit facility ( 0.7 ) ( 1.2 ) — ( 1.0 )

Proceeds from underwritten public offering, net of costs and discounts

Proceeds from revolving credit facility 80.0 — —

Fees associated with issuance and refinancing of revolving credit facility

( 1.7 ) ( 0.7 ) ( 1.2 )

Repayment of revolving credit facility ( 40.0 ) — ( 226.4 )

Net cash used in financing activities ( 8.0 ) ( 150.6 ) ( 2.1 ) ( 10.0 )

Payment of contingent consideration recognized at acquisition — ( 3.0 ) ( 3.3 )

Payment on finance leases

Net cash provided by (used in) financing activities

152.9 ( 8.0 ) ( 150.6 )

Effect of foreign exchange rates on cash, cash equivalents, and restricted cash 0.6 ( 0.6 ) ( 0.6 )

10 unchanged sentences

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 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.

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 generates revenue by performing tests and, prior to the sale of Myriad RBM, Inc.

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The preparation of the consolidated financial statements in accordance 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 consolidated financial statements, as well as the reported amounts of revenue and expenses during the reporting period.

Significant items subject to such estimates and assumptions include revenue recognition estimates for the average expected reimbursement per test, valuation allowances for deferred income tax assets, certain accrued liabilities, stock-based compensation, purchase accounting, and impairment analysis of goodwill and long-lived assets.

Significant items subject to such estimates and assumptions include revenue recognition estimates for the average expected reimbursement per test, valuation allowances for deferred income tax assets, our incremental borrowing rates used to calculate our lease balances, certain accrued liabilities, stock-based compensation, purchase accounting, and impairment analysis of goodwill and long-lived assets.

Actual results could differ from those estimates.

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The Company only has one payor, Medicare, that represents greater than 10% of its revenues.

Revenues received from Medicare represented approximately 14 %, 17 %, 16 %, and 15 % of total revenue for the years ended December 31, 2022 and 2021, the six-month transition period ended December 31, 2020, and the fiscal year ended June 30, 2020, respectively.

Revenues received from Medicare represented approximately 12 %, 14 %, and 17 % of total revenue for the years ended December 31, 2023, 2022, and 2021, respectively.

Concentrations of credit risk are mitigated due to the number of the Company’s customers as well as their dispersion across many geographic regions.

No payor accounted for more than 10% of accounts receivable at December 31, 2022 or December 31, 2021.

The Company has only one payor that accounted for more than 10% of accounts receivable at December 31, 2023.

The balance of accounts receivable from the payor represented 12 % of the total accounts receivable balance as of December 31, 2023.

No payor accounted for more than 10% of accounts receivable at December 31, 2022.

The Company does not require collateral from its customers.

Cash and Cash Equivalents

2 unchanged sentences

Restricted Cash

In certain circumstances, the Company is required to maintain cash deposit with certain banks with respect to contractual or other legal obligations, and therefore the use of these cash deposits for general operational purposes is restricted.

In certain circumstances, the Company is required to maintain cash deposits with certain banks with respect to contractual or other legal obligations, and therefore the use of these cash deposits for general operational purposes is restricted.

As of December 31, 2023, restricted cash was approximately $ 8.8 million, of which $ 1.2 million was recognized as a current asset and $ 7.6 million was recognized as a long-term asset.

As of December 31, 2022, restricted cash was approximately $ 9.5 million, of which $ 2.0 million was recognized as a current asset and $ 7.5 million was recognized as a long-term asset.

The restricted cash amounts are largely comprised of cash held in escrow related to the Company's acquisition of Gateway Genomics, LLC ("Gateway") during the year ended December 31, 2022 and certain divestitures during the year ended December 31, 2021.

The restricted cash amounts are largely comprised of cash held in escrow related to the Company's acquisition of Gateway Genomics, LLC ("Gateway"), which occurred during the year ended December 31, 2022.

The current and long-term portions are included in Prepaid expenses and other current assets and Other assets, respectively, on the Consolidated Balance Sheets.

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

December 31, June 30,

(in millions) 2023 2022 2021

13 unchanged sentences

(i) the extent to which the fair value is less than cost and the cause for the fair value decline, (ii) the financial condition and near term prospects of the issuer, (iii) the length of time a security is in an unrealized loss position and (iv) the Company’s ability to hold the security for a period of time sufficient to allow for any anticipated recovery in fair value.

There were no other-than-temporary impairments recognized during the years ended December 31, 2022 and 2021, the transition period ended December 31, 2020 or during the fiscal year ended June 30, 2020.

There were no other-than-temporary impairments recognized during the years ended December 31, 2023, 2022, and 2021.

Inventories consist of supplies such as reagents, plates and testing kits, which are consumed when providing test results, and therefore the Company does not maintain finished goods inventory.

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Repairs and maintenance costs are charged to expense as incurred.

The Company acts as lessee in its lease agreements, which include operating leases for corporate offices, laboratory space, warehouse space, vehicles and certain laboratory and office equipment.

The Company determines whether an arrangement is, or contains, a lease at inception.

The Company records the present value of lease payments as right-of-use (“ROU”) assets and lease liabilities on the Consolidated Balance Sheets.

The Company acts as the lessee in its lease agreements, which primarily include operating leases for corporate offices, laboratory space, warehouse space, vehicles and certain laboratory and office equipment.

The Company determines whether an arrangement is, or contains, a lease at inception and whether the lease should be classified as a finance or operating lease.

For all leases, the Company records the present value of lease payments as right-of-use (“ROU”) assets and lease liabilities on the Consolidated Balance Sheets.

ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent an obligation to make lease payments based on the present value of lease payments over the lease term.

7 unchanged sentences

Further, as a practical expedient, all lease contracts are accounted for as one single lease component, as opposed to separating lease and non-lease components to allocate the consideration within a single lease contract.

Intangible Assets and Other Long-Lived Assets

Intangible and other long-lived assets are comprised of acquired licenses and technology.

Operating leases are included in Operating lease right-of-use assets, Current maturities of operating lease liabilities, and Noncurrent operating lease liabilities in the Consolidated Balance Sheets.

Finance leases are included in Other assets, Accrued liabilities, and Other long-term liabilities in the Consolidated Balance Sheets.

Intangible Assets

Intangible assets are comprised of acquired licenses and technology.

Acquired intangible assets are recorded at fair value and amortized over the shorter of the contractual life or the estimated useful life.

The Company capitalizes certain costs incurred to develop internal-use technology, including certain implementation costs incurred in cloud computing arrangements and hosting arrangements that include an internal-use software license.

The Company's cloud computing arrangements or hosting arrangements are primarily service contracts related to information technology.

Implementation and development costs for internal-use technology are capitalized as part of Other assets in the Consolidated Balance Sheets.

After the implementation of the internal-use cloud computing software or other internal-use technology, the capitalized costs are amortized on a straight-line basis over the estimated useful life of the asset.

The Company capitalizes certain costs incurred to develop internal-use software.

Implementation and development costs for internal-use software are capitalized as part of Intangible Assets in the Consolidated Balance Sheets.

After the implementation of the internal-use software, the capitalized costs are amortized on a straight-line basis over the estimated useful life of the asset.

Costs incurred during the post implementation stage of the project are expensed as incurred.

As of December 31, 2022 and 2021, the Company had unamortized software costs of $ 7.1 million and $ 6.7 million, respectively.

For the years ended December 31, 2022 and 2021, amortization expense for capitalized software costs was $ 1.2 million and $ 0.2 million, respectively.

As of December 31, 2023, the Company had unamortized internal-use software costs of $ 11.9 million.

For the years ended December 31, 2023, 2022, and 2021 amortization expense for these capitalized software costs was insignificant.

Other Long-Lived Assets

The Company continually reviews and monitors long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

2 unchanged sentences

Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.

The Company capitalizes certain costs incurred to develop internal-use technology, including certain implementation costs incurred in cloud computing arrangements and hosting arrangements.

The Company's cloud computing arrangements or hosting arrangements are primarily service contracts related to information technology.

Implementation and development costs for internal-use technology are capitalized as part of Other assets in the Consolidated Balance Sheets.

As of December 31, 2023 and 2022, the Company had unamortized internal-use technology costs of $ 4.6 million and $ 7.1 million, respectively, within Other assets.

For the years ended December 31, 2023, 2022 and 2021, amortization expense for these capitalized internal-use technology was insignificant.

Goodwill is tested for impairment by reporting unit on an annual basis as of October 1 and in the interim if events and circumstances indicate that goodwill may be impaired.

19 unchanged sentences

Hereditary Cancer (MyRisk, BRACAnalysis, BRACAnalysis CDx), Tumor Profiling (MyChoice CDx, Prolaris, and EndoPredict), Prenatal (Foresight, Prequel, and SneakPeek), and Pharmacogenomics (GeneSight).

The Company previously provided pharmaceutical services and clinical services prior to the sale of Myriad RBM, Inc.

in July 2021 and Privatklinik Dr.

Robert Schindlbeck GmbH & Co.

KG in February 2020.

The Company previously provided pharmaceutical and clinical services prior to the sale of Myriad RBM, Inc.

in July 2021.

Prior to the sale of the Myriad myPath, LLC laboratory in May 2021 and the Myriad Autoimmune business in September 2021, the associated revenue from such businesses was included within Testing revenues.

2 unchanged sentences

The Company has determined that the communication of test results or the completion of pharmaceutical and clinical services indicates transfer of control for revenue recognition purposes.

The following table presents detail regarding the composition of the Company’s total revenue by product type for the years ended December 31, 2022 and 2021, the transition period ended December 31, 2020, and the fiscal year ended June 30, 2020:

Years Ended December 31, Six-month Transition Period Ended December 31, Year Ended June 30,

The following table presents detail regarding the composition of the Company’s total revenue by product type for the years ended December 31, 2023, 2022, and 2021:

Years Ended December 31,

(In millions) 2023 2022 2021

12 unchanged sentences

Years Ended December 31,

2023 2022 2021

(in millions) U.S.

RoW Total U.S.

Testing revenues:

Hereditary Cancer $ 263.5 $ 42.0 $ 305.5 $ 271.0 $ 45.3 $ 316.3

Tumor Profiling 84.5 44.1 128.6 80.4 40.5 120.9

Prenatal 115.6 0.8 116.4 106.2 0.6 106.8

Pharmacogenomics 127.6 — 127.6 93.7 — 93.7

Autoimmune 0.3 — 0.3 28.2 — 28.2

Other — — — — 0.5 0.5

Total testing revenue 591.5 86.9 678.4 579.5 86.9 666.4

Other revenue — — — 24.2 — 24.2

Total revenue $ 591.5 $ 86.9 $ 678.4 $ 603.7 $ 86.9 $ 690.6

Six-month Transition Period Ended December 31, Year Ended June 30,

(in millions) U.S.

RoW Total U.S.

13 unchanged sentences

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 in the Consolidated Balance Sheets.

During the fiscal year ended June 30, 2020, the Company received approximat ely $ 29.7 million in a dvance Medicare payments to provide relief from the economic impacts of COVID-19 on the Company.

The advanced Medicare payments were applied against services performed beginning in April 2021 and continued until the funds previously received were fully earned, which occurred during the quarter ended March 31, 2022.

When this occurs, the Company records a contract liability as Deferred revenue, which is included in Accrued liabilities in the Consolidated Balance Sheets.

A reconciliation of the beginning and ending balances of deferred revenue is shown in the table below:

Years Ended December 31, Six-month Transition Period Ended December 31, Year Ended June 30,

Years Ended December 31,

(in millions) 2023 2022 2021

12 unchanged sentences

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 ultimate 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 Consolidated Balance Sheets in anticipation of requests for refunds of payments made previously by insurance carriers, which are accounted for as reductions in revenue in the Consolidated Statements of Operations and Comprehensive Loss.

The Company reserves certain amounts in Accrued liabilities in the 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 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.

1 unchanged sentence

During the year ended December 31, 2023, the Company recognized $ 7.2 million in revenue, which resulted in a $ 0.07 impact to loss per share for tests in which the performance obligation of delivering the test results was met in prior periods.

The changes were primarily driven by changes in the estimated transaction price.

During the year ended December 31, 2022, the Company recognized $ 22.1 million in revenue which resulted in a $ 0.21 impact to loss per share for tests in which the performance obligation of delivering the test results was met in prior periods.

The changes were primarily driven by changes in the estimated transaction price.

During the year ended December 31, 2021, the Company recognized $ 15.9 million in revenue which resulted in a $ 0.15 impact to loss per share for tests in which the performance obligation of delivering the test results was met in prior periods.

Additionally, during the year ended December 31, 2021, revenue of $ 6.8 million was recognized due to expanded coverage for the Company's Prolaris test, for which revenue was fully constrained in a prior period.

During the transition period ended December 31, 2020, the impact to revenue and loss per share for tests in which the performance obligation of delivering the test results was met in the prior period was immaterial.

During the fiscal year ended June 30, 2020, the Company recognized a $ 9.9 million decrease in revenue, which resulted in a $( 0.10 ) impact to loss per share for tests in which the performance obligation of delivering the tests results was met in prior periods.

The changes were primarily driven by changes in the estimated transaction price 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.

In addition, during the fiscal year ended June 30, 2020, the Company identified an error related to prior periods for Medicare claims and reduced revenue and recorded an accrued liability for a total of $ 4.7 million that will be refunded to Medicare.

The impact of correcting the error during that period and the impact to all prior periods was concluded to be immaterial.

The correction of the error in the fiscal year ended June 30, 2020 resulted in an impact to loss per share for the fiscal year ended June 30, 2020 of $( 0.05 ).

The changes for all periods presented were primarily driven by changes in the estimated transaction price.

In accordance with ASC 606, the Company has elected to exclude from the measurement of transaction price all taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction and collected by the Company from a customer for sales tax, value added tax, and certain other taxes.

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Stock-based Payment Expense

We recognize the fair value compensation cost relating to stock-based payment transactions in accordance with ASC 718, Compensation – Stock Compensation .

We recognize the fair value compensation cost relating to stock-based payment transactions in accordance with ASC 718, Compensation – Stock Compensation ("ASC 718").

Under the provisions of ASC 718, stock-based compensation cost is measured at the grant date, based on the fair value of the award, and is recognized over the employee’s requisite service period, which is generally the vesting period.

Compensation cost for awards with only service conditions are recognized on a straight-line basis over the requisite service period.

The fair value of restricted stock units (RSUs) and performance restricted stock units (PSUs) that do not have market conditions is based on the number of shares granted and the quoted price of the Company’s common stock on the grant date.

9 unchanged sentences

The Company recognizes the gain or loss on its divestitures as Other income (expense) in the Consolidated Statement of Operations.

During the year ended December 31, 2021, the Company recognized a net gain on divestitures of $ 162.0 million.

See Note 17 for additional information regarding these divestitures.

In addition, during the fiscal year ended June 30, 2020, the Company received approximately $ 14.6 million from the Provider Relief Fund under the CARES Act to reimburse the Company for health care related expenses or lost revenues that were attributable to COVID-19, which was recognized as a component of Other income (expense) in the Consolidated Statements of Operations.

The Company recognizes income taxes under the asset and liability method.

7 unchanged sentences

The following is a reconciliation of the denominators of the basic and diluted earnings per share computations:

Years Ended December 31, Six-month Transition Period Ended December 31, Year Ended June 30,

Years Ended December 31,

(in millions) 2023 2022 2021

4 unchanged sentences

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

Years Ended December 31, Six-month Transition Period Ended December 31, Year Ended June 30,

Years Ended December 31,

(in millions) 2023 2022 2021

8 unchanged sentences

Period translation adjustments 2.1

Reclassification of cumulative translation adjustment to income upon liquidation of an investment in a foreign entity 0.4

Ending balance December 31, 2023 $ ( 3.7 )

During the years ended December 31, 2023 and 2022, the Company recognized a gain (loss) related to foreign currency of $( 3.4 ) million and $ 0.2 million, respectively, which is included in Other in the Consolidated Statements of Operations.

Recent Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (FASB) or other standard setting bodies and adopted by the Company as of the specified effective date.

During the year ended December 31, 2022, there have been no new accounting pronouncements adopted by the Company or new accounting pronouncements issued by the FASB that have or are expected to have a material impact on the Company's consolidated financial statements.

In November 2023, the FASB issued accounting standards update ("ASU") 2023-07, which enhances the disclosures required for reportable segments in annual and interim consolidated financial statements.

ASU 2023-07 is effective for the Company for annual reporting periods beginning after December 15, 2023 and for interim periods within fiscal years December 15, 2024.

Early adoption is permitted.

The Company is currently evaluating the impact of ASU 2023-07 on its segment disclosures.

In December 2023, the FASB issued ASU 2023-09, which requires enhanced income tax disclosures, including disaggregation of information on the rate reconciliation table and disaggregated information related to income taxes paid.

The amendments in ASU 2023-09 are effective for annual periods beginning after December 15, 2024.

The Company is currently evaluating the impact of ASU 2023-09 on its income tax disclosures.

MARKETABLE INVESTMENT SECURITIES

The amortized cost, gross unrealized holding gains, gross unrealized holding losses, and fair value debt securities classified as available-for-sale securities by major security type and class of security at December 31, 2022 and December 31, 2021 were as follows:

The amortized cost, gross unrealized holding gains, gross unrealized holding losses, and fair value for debt securities classified as available-for-sale securities by major security type and class of security at December 31, 2023 and December 31, 2022 were as follows:

(in millions) Amortized

8 unchanged sentences

Municipal bonds 0.5 — — 0.5

Federal agency issues 20.7 — ( 0.7 ) 20.0

government securities 11.8 — ( 0.1 ) 11.7

Total $ 141.0 $ — $ ( 0.1 ) $ 140.9

12 unchanged sentences

Total $ 172.4 $ — $ ( 2.7 ) $ 169.7

Cash, cash equivalents, and maturities of debt securities classified as available-for-sale are as follows at December 31, 2022:

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

(in millions) Amortized

4 unchanged sentences

Due within one year 8.9 8.8

Due after one year through five years 56.7 54.8

Due after five years — —

Total $ 141.0 $ 140.9

During the years ended December 31, 2022 and 2021, the transition period ended December 31, 2020, and the fiscal year ended June 30, 2020, the Company sold $ 28.4 million, $ 8.3 million, $ 1.6 million, and $ 3.4 million of investments, respectively.

The amount of gross realized gains and realized losses upon sales of investments were insignificant in all periods presented.

During the years ended December 31, 2023, 2022, and 2021, the Company sold $ 90.4 million, $ 28.4 million, and $ 8.3 million of investments, respectively.

The cost of the available for sale security sold was determined using the specific-identification method.

The amount of gross realized gains and realized losses upon sales of investments was $ 1.5 million for the year ended December 31, 2023 and was insignificant for the years ended December 31, 2022 and 2021.

As of December 31, 2023, the Company had 7 available-for-sale debt securities in a gross unrealized loss position of $ 0.1 million, with a fair market value of $ 8.8 million.

As of December 31, 2022, the Company had 118 available-for-sale debt securities in a gross unrealized loss position of $ 2.7 million, with a fair market value of $ 111.6 million.

As of December 31, 2022 and December 31, 2021, the expected losses were determined to be immaterial and as such, the Company did not record an allowance for credit losses.

As of December 31, 2023 and 2022, the expected losses were determined to be immaterial and as such, the Company did not record an allowance for credit losses.

The Company does not intend to sell these available-for-sale debt securities, and it is not more likely than not that it will be required to sell these securities prior to recovery of their amortized cost basis.

13 unchanged sentences

This fair value measurement is considered a Level 3 measurement because the Company estimates projections during the expected measurement periods of approximately 11.5 and 1.3 years for Sividon and Gateway, respectively, utilizing various potential pay-out scenarios.

During the year ended December 31, 2023, the previously recognized contingent consideration liability related to the acquisition of Gateway, which was $ 2.1 million as of December 31, 2022, was released due to the revised forecasts and the results of the Monte Carlo valuation.

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.

2 unchanged sentences

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 $ 39.7 million at December 31, 2023.

The following table sets forth the fair value of the financial assets and liabilities that the Company re-measures on a regular basis:

4 unchanged sentences

Municipal bonds — 0.5 — 0.5

Federal agency issues — 20.0 — 20.0

government securities — 11.7 — 11.7

Contingent consideration — — ( 5.4 ) ( 5.4 )

11 unchanged sentences

The following table reconciles the change in the fair value of the contingent consideration during the periods presented:

(in millions) Years Ended December 31, Transition Period Ended December 31, Year Ended June 30,

(in millions) Years Ended December 31,

2023 2022 2021

13 unchanged sentences

Property, plant and equipment, net $ 119.0 $ 83.4

During the year ended December 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 formally assigned the previous corporate headquarter lease to a third party as of December 31, 2023.

See Note 13 for further discussion.

During the year ended December 31, 2022, the Company ceased the use of certain leased Salt Lake City facilities and one of its South San Francisco facilities.

1 unchanged sentence

See Note 13 for further discussion.

During the year ended December 31, 2021, the Company completed the sales of Myriad RBM, Inc.

and the Myriad Autoimmune business, which resulted in the disposition of $ 3.1 million of property, plant and equipment.

See Note 17 for additional information regarding these divestitures.

The Company recorded depreciation during the respective periods as follows:

Years Ended December 31, Six-month Transition Period Ended December 31, Year Ended June 30,

Years Ended December 31,

(in millions) 2023 2022 2021

4 unchanged sentences

Beginning balance $ 286.8

Goodwill acquired (see Note 16) 48.7

Translation adjustments 0.6

Carrying amount at end of period $ 287.4

On November 1, 2022, the Company acquired Gateway.

In connection therewith, the Company recognized $ 48.7 million of goodwill.

See Note 16 for additional information on this acquisition.

The Company assessed goodwill for impairment as part of its annual goodwill testing in accordance with the appropriate guidance (see Note 1) and determined none of its reporting units were impaired as of the annual testing date.

The Company did no t record an impairment of goodwill for the years ended December 31, 2022 and 2021, or the transition period ended December 31, 2020.

During the fiscal year ended June 30, 2020, as a result of the effect of COVID-19 on expected future cash flows and a corresponding decline in the Company's market capitalization and enterprise value, the Company performed an interim quantitative impairment review of goodwill for the Myriad Mental Health, Myriad Autoimmune and Myriad International reporting units as of March 31, 2020.

Based on this analysis, the Company recognized a goodwill impairment charge of $ 80.7 million related to the goodwill from the Myriad Autoimmune reporting unit.

The goodwill impairment charge is reflected in Goodwill and long-lived asset impairment charges in the Consolidated Statements of Operations.

On July 1, 2021, the Company completed the sale of Myriad RBM, Inc., and as a result the goodwill attributable to the Myriad RBM reporting unit is no longer held by the Company.

In addition, on September 13, 2021, select operating assets and intellectual property, including the Vectra ® test, from the Myriad Autoimmune business unit were sold.

As a result of this divestiture, the goodwill attributable to the Myriad Autoimmune reporting unit is no longer held by the Company.

During the fiscal year ended June 30, 2020, the Company also recognized a $ 1.3 million impairment charge for goodwill allocated to the Clinic asset group that is included in Goodwill and long-lived asset impairment charges in the Consolidated Statements of Operations.

The Company did no t record an impairment of goodwill for the years ended December 31, 2023, 2022 and 2021.

Intangible Assets

Intangible assets have primarily consisted of amortizable assets of developed technologies, customer relationships, and trademarks as well as a non-amortizable intangible asset of in-process research and development.

On November 1, 2022, the Company acquired Gateway.

As part of the acquisition, the Company acquired customer relationships, trademarks, and developed technologies of $ 1.6 million, $ 6.1 million, and $ 10.1 million, respectively.

See Note 16 for additional information on this acquisition.

The Company's developed technologies have estimated remaining useful lives of 8 and 13 years.

The Company's trademarks and customer relationships acquired have an estimated remaining useful life of approximately 10 years.

Prior to the sale of Myriad RBM, Inc., the estimated useful life of acquired in-process research and development was also evaluated in conjunction with the annual impairment analysis of intangible assets.

The classification of the acquired in-process research and development as an indefinite lived asset was deemed appropriate during prior years as the related research and development was not yet complete nor had it been abandoned.

During the fiscal year ended June 30, 2020, the Company decided to abandon the development of one of its in-process research and development intangible assets, and as a result the Company recognized a charge of $ 17.7 million, which is reflected in Goodwill and long-lived asset impairment charges in the Consolidated Statements of Operations.

The Company concluded there was no impairment of long-lived intangible assets for the years ended December 31, 2022 and 2021 or the transition period ended December 31, 2020.

The following tables summarize the amounts reported as intangible assets (in millions):

3 unchanged sentences

Developed technologies $ 626.1 $ ( 295.3 ) $ 330.8 14.4 8.1

Internal-use software

0.8 ( 0.1 ) 0.7 3.0 2.5

Internal-use software (in-process)

11.2 — 11.2 3.0 3.0

Customer relationships 1.6 ( 0.2 ) 1.4 10.0 8.8

5 unchanged sentences

Developed technologies $ 625.0 $ ( 252.9 ) $ 372.1 14.4 9.1

Customer relationships 1.6 — 1.6 10.0 9.8

Trademarks 6.1 ( 0.1 ) 6.0 10.0 9.8

Total intangible assets

$ 632.7 $ ( 253.0 ) $ 379.7 14.4 9.1

As of December 31, 2023, the Company's developed technologies have estimated remaining useful lives ranging between 7 and 12 years.

The Company's trademarks and customer relationships acquired as of December 31, 2023 have an estimated remaining useful life of approximately nine years .

The Company's internal-use software assets are amortized over the estimated useful life of the software, which is generally three years .

The Company concluded there was no impairment of long-lived intangible assets for the years ended December 31, 2023, 2022 and 2021.

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

Years Ended December 31, Six-month Transition Period Ended December 31, Year Ended June 30,

Years Ended December 31,

(in millions) 2023 2022 2021

8 unchanged sentences

Employee compensation and benefits $ 49.7 $ 41.2

Legal charges pending settlement — 62.0

Accrued taxes payable 4.6 4.8

1 unchanged sentence

Short-term contingent consideration 3.1 —

Deferred revenue 0.6 5.2

Accrued royalties 5.3 4.8

Legal settlement

Lease termination accrual

Other accrued liabilities 20.7 24.2

1 unchanged sentence

LONG-TERM DEBT

On December 23, 2016, the Company entered into a senior secured revolving credit facility (the “Facility”) as borrower, with the lenders from time to time party thereto.

On July 31, 2018, the Company entered into Amendment No.

1 to the Facility, which effected an “amend and extend” transaction with respect to the Facility by which the maturity date thereof was extended to July 31, 2023 (the "Maturity Date") and the maximum aggregate principal commitment was increased from $ 300.0 million to $ 350.0 million.

On May 1, 2020, the Company entered into Amendment No.

2 to the Facility, which waived the Company’s compliance with certain covenants and modified the interest rate and other terms during the modification period from March 31, 2020 through June 30, 2021 (as modified, the "Modification Period”).

This amendment included a modification to the leverage covenant and the interest coverage ratio covenant, which were waived through March 31, 2021, as well as revisions to certain negative covenants of the Facility during the Modification Period.

On February 22, 2021, the Company entered into Amendment No.

3 to the Facility, which waived compliance with the leverage ratio and the interest coverage ratio covenants through the quarter ended March 31, 2022 and also lowered the minimum liquidity covenant (which was added by Amendment No.

2) to $ 150 million, and made it applicable through such quarter.

Amendment No.

3 also restricted the Company from borrowing under the Facility if unrestricted cash, cash equivalents and marketable investment securities exceed $ 150.0 million, unless such borrowings are in connection with permitted acquisitions, decreased the maximum aggregate principal commitment from $ 350.0 million to $ 300.0 million, with a further reduction in the maximum aggregate principal commitment from $ 300.0 million to $ 250.0 million by September 30, 2021, extended the Modification Period for an additional year through June 30, 2022, and revised certain negative covenants in connection with the extension.

The amendments were accounted for as modifications pursuant to guidance in ASC 470-50, Debt .

On July 26, 2022, the Company entered into Amendment No.

4 to the Facility (the "Amended Facility"), which extended the Modification Period through the Maturity Date, decreased the maximum aggregate principal commitment from $ 250.0 million to $ 200.0 million, with a further reduction to $ 150.0 million as of December 31, 2022, waived compliance with the leverage ratio and interest coverage ratio covenants through the Maturity Date, and provided for monthly reporting of the Company's liquidity if the total revolving credit exposure is greater than $ 0 , without giving effect to the dollar amount of any letter of credit exposure not in excess of $ 5.0 million.

Covenants in the Amended Facility impose operating and financial restrictions on the Company.

These restrictions may prohibit or place limitations on, among other things, the Company’s ability to incur additional indebtedness under the Amended Facility or otherwise, create certain types of liens, and complete mergers, consolidations, or change in control transactions.

The Amended Facility may also prohibit or place limitations on the Company’s ability to sell assets, pay dividends or provide other distributions to stockholders.

The Amended Facility contains customary loan terms, interest rates, representations and warranties, and affirmative and negative covenants, subject to customary limitations, exceptions and exclusions.

The Amended Facility also contains certain customary events of default.

Amendment No.

2 modified the Facility to increase the interest rate to be fixed at a spread of LIBOR plus 350 basis points on drawn balances and the undrawn fee was increased to 50 basis points during the Modification Period.

Amendment No.

4 replaced the option to make Eurodollar borrowings, which bore interest by reference to the LIBOR rate, with term benchmark loans, which will bear interest by reference to the secured overnight financing rate ("SOFR").

Amendment No.

4 did not modify the applicable margins and undrawn fee amounts.

The interest rate for term benchmark loans continues to be fixed at a spread of SOFR plus 350 basis points on drawn balances and undrawn fees continue to be 50 basis points.

The SOFR floor was revised to 0.0 %.

The Company was in compliance with all applicable financial covenants at December 31, 2022.

During the year ended December 31, 2021, the Company made principal repayments totaling $ 226.4 million to pay off the remaining outstanding balances on the Amended Facility.

As a result, the Company had no outstanding balances under the Amended Facility as of December 31, 2022.

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").

On October 31, 2023, the Company entered into an amendment to the ABL Facility to increase the maximum principal amount of the available revolving line of credit by $ 25.0 million for a total maximum principal commitment of $ 115.0 million under the ABL Facility, which was effected through a new commitment provided by a new lender, Goldman Sachs Bank USA.

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 $ 38.5 million under the ABL Facility at December 31, 2023, net of $ 1.5 million of debt issuance costs.

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 December 31, 2023 was 9.75 %.

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 December 31, 2023, availability under the ABL Facility was $ 40.7 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, which was replaced with the ABL Facility, as of December 31, 2022.

OTHER LONG-TERM LIABILITIES

2 unchanged sentences

Contingent consideration $ 2.3 $ 6.8

Escrow liability

Legal settlements

Other 7.5 3.7

Total other long-term liabilities $ 41.3 $ 18.0

The Company’s balance of other long-term liabilities as of December 31, 2022 and 2021 consisted primarily of the long-term portion of contingent consideration related to the acquisitions of Sividon and Gateway and restricted cash related to the acquisition of Gateway.

Contingent consideration as of December 31, 2023 consisted of the long-term portion of contingent consideration related to the acquisition of Sividon.

As of December 31, 2022, contingent consideration consisted of the long-term portion of contingent consideration related to the acquisitions of Sividon and Gateway.

The previously recognized contingent consideration liability related to the acquisition of Gateway is not included in the balance as of December 31, 2023, as it is not probable that the required metrics will be met.

Additionally, a corresponding amount of cash to the escrow liability of $ 7.5 million has been restricted for the potential payment under the indemnity and escrow provisions of the Gateway acquisition agreement.

See Note 16 for additional information on the Gateway acquisition.

The Company has also accrued $ 24.0 million in connection with pending legal settlements.

See Note 12 for additional information on Commitments and Contingencies.

PREFERRED AND COMMON STOCKHOLDERS' EQUITY

2 unchanged sentences

The Company is authorized to issue up to 150.0 million shares of common stock, par value $ 0.01 per share.

In November 2023, the Company completed an underwritten public offering in which it sold 7.4 million shares of its common stock at a price of $ 17.00 per share, for gross proceeds of $ 126.5 million and net proceeds of $ 117.6 million.

There were 89.9 million and 81.2 million shares of common stock issued and outstanding at December 31, 2023 and 2022, respectively.

Shares of common stock issued and outstanding

Years Ended December 31, Six-month Transition Period Ended December 31, Year Ended June 30,

Years Ended December 31,

(in millions) 2023 2022 2021

1 unchanged sentence

Common stock issued upon exercise of options, vesting of restricted stock units, and purchases under employee stock purchase plans 1.3 1.2 4.6

Common stock issued for public offering

Common stock issued and outstanding at end of period 89.9 81.2 80.0

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 December 31, 2022, the Company had $ 110.7 million remaining on its current share repurchase authorization.

No shares were repurchased during the years ended December 31, 2022 and 2021 under this authorization.

STOCK-BASED COMPENSATION

On November 30, 2017, the Company’s stockholders approved the adoption of the 2017 Employee, Director and Consultant Equity Incentive Plan (as amended, the “2017 Plan”).

The 2017 Plan allows the Company, under the direction of the Compensation and Human Capital Committee of the Board of Directors, to make grants of restricted and unrestricted stock and stock unit awards to employees, consultants and directors.

Stockholders have approved amendments to the 2017 Plan increasing the shares available to grant.

The 2017 Plan allows the Company, under the direction of the Compensation and Human Capital Committee of the Board of Directors (the "CHCC"), to make grants of restricted and unrestricted 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 December 31, 2023, the Company had 4.7 million shares of common stock available for grant under the 2017 Plan.

If an RSU awarded under the 2017 Plan is cancelled or forfeited without the issuance of shares of common stock, the unissued or reacquired shares that were subject to the RSU will again be available for issuance pursuant to the 2017 Plan.

To the extent that awards outstanding under the Company's prior equity plans expire or are cancelled without delivery of shares of common stock, the shares of common stock underlying these awards also will be available for issuance pursuant to the 2017 Plan.

The number of shares, terms, and vesting periods are generally determined by the Company’s Board of Directors or a committee thereof on an award-by-award basis.

RSUs granted to employees generally vest either ratably over four years or as a cliff vesting after three years either on the anniversary of the date on which the RSUs were granted or during the month in which such anniversary dates occur.

The number of 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 either ratably over three or four years or as a cliff vesting after three years either on the anniversary of the date on which the RSUs were granted or during the month in which such anniversary dates occur.

The number of PSUs awarded to certain employees may be increased or may be reduced based on certain additional performance and market metrics.

RSUs granted to non-employee directors vest in full upon the earlier of the completion of one year of service following the date of the grant or the date of the next annual meeting of stockholders following such grant.

Options granted to the Company's President and Chief Executive Officer as an inducement to his employment expire seven years from the grant date.

Options granted to the Company's President and Chief Executive Officer as an inducement to his employment expire on August 13, 2027.

The performance and market conditions associated with PSU awards granted during the year ended December 31, 2023 include vesting that is based on revenue targets ( 34 % weighting), adjusted earnings per share targets ( 33 % weighting), and relative total stockholder return ( 33 % weighting) measured against the Nasdaq Health Care Index (IXHC) using the 20 -trading day averages at the beginning and end of the measurement period.

The measurement period for these awards is January 1, 2022 through December 31, 2024.

The measurement period for the relative total stockholder return metric is January 1, 2023 to 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 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.

The Company has also assessed that as of December 31, 2022, the performance conditions for the remaining two performance targets (revenue and adjusted earnings per share) are considered probable of being achieved and, accordingly, these portions of the awards are also being expensed over the performance period.

During the transition period ended December 31, 2020, the Company granted stock-based awards to the Company's President and Chief Executive Officer as an inducement material to his commencement of employment and entry into an employment agreement with the Company.

The inducement awards are included in the tables presented below.

Stock Options

4 unchanged sentences

Options outstanding at December 31, 2022

Options exercised — 26.22

Options canceled or expired ( 0.7 ) 26.99

Options outstanding at December 31, 2023

0.7 13.38 3.62

Options exercisable at December 31, 2023

0.5 13.38 3.62

Options vested and expected to vest 0.7 $ 13.38 3.62

There were no options granted during the years ended December 31, 2022 and 2021 and June 30, 2020.

During the transition period ended December 31, 2020, 0.7 million options were granted to the Company's President and Chief Executive Officer, with a weighted average grant fair value of $ 13.38 and as of December 31, 2022, these were the only options outstanding.

There were no options granted during the years ended December 31, 2023, 2022 and 2021.

Restricted Stock Units

7 unchanged sentences

RSUs unvested and outstanding at December 31, 2023

The weighted average grant-date fair value of RSUs granted during the years ended December 31, 2022 and 2021, the transition period ended December 31, 2020, and the fiscal year ended June 30, 2020 was $ 25.78 , $ 29.83 , $ 13.69 and $ 27.96 , respectively.

The fair value of RSUs that vested during the years ended December 31, 2022 and 2021, the transition period ended December 31, 2020, and the fiscal year ended June 30, 2020 was $ 31.0 million, $ 22.6 million, $ 29.1 million and $ 32.4 million, respectively.

The weighted average grant-date fair value of RSUs granted during the years ended December 31, 2023, 2022, and 2021 was $ 23.02 , $ 25.78 , and $ 29.83 , respectively.

The fair value of RSUs that vested during the years ended December 31, 2023, 2022, and 2021 was $ 30.5 million, $ 31.0 million, and $ 22.6 million, respectively.

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

Years Ended December 31, Six-month Transition Period Ended December 31, Year Ended June 30,

Years Ended December 31,

(in millions) 2023 2022 2021

13 unchanged sentences

The total intrinsic value of options exercised was as follows:

Years Ended December 31, Six-month Transition Period Ended December 31, Year Ended June 30,

Years Ended December 31,

(in millions) 2023 2022 2021

3 unchanged sentences

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.

The first offering period of 2023 started on December 1, 2022 and ended on May 31, 2023.

The second offering period of 2023 began on June 1, 2023 and ended on November 30, 2023.

As of December 31, 2023, 1.3 million shares of common stock were available for issuance under the Amended and Restated Purchase Plan.

Shares purchased under, and compensation expense associated with, the Amended and Restated 2012 Purchase Plan for the periods reported are as follows:

Years Ended December 31, Six-month Transition Period Ended December 31, Year Ended June 30,

Years Ended December 31,

(in millions) 2023 2022 2021

3 unchanged sentences

Each of these inputs is subjective and its determination generally requires significant judgment.

Years Ended December 31, Six-month Transition Period Ended December 31, Year Ended June 30,

Years Ended December 31,

2023 2022 2021

3 unchanged sentences

Expected volatility 56 % 53 % 60 %

Income tax benefit consists of the following:

Years Ended December 31, Six-month Transition Period Ended December 31, Year Ended June 30,

Income tax expense (benefit) consists of the following:

Years Ended December 31,

(in millions) 2023 2022 2021

8 unchanged sentences

Total deferred ( 4.3 ) ( 30.5 ) ( 31.7 )

Total income tax benefit $ ( 28.6 ) $ ( 29.9 ) $ ( 41.0 ) $ ( 23.7 )

Total income tax expense (benefit)

$ 1.1 $ ( 28.6 ) $ ( 29.9 )

Loss before income taxes consists of the following:

Years Ended December 31, Six-month Transition Period Ended December 31, Year Ended June 30,

Years Ended December 31,

(in millions) 2023 2022 2021

3 unchanged sentences

The differences between income taxes at the statutory federal income tax rate and income taxes reported in the Consolidated Statements of Operations were as follows:

Years Ended December 31, Six-month Transition Period Ended December 31, Year Ended June 30,

Years Ended December 31,

(in millions) 2023 2022 2021

9 unchanged sentences

Non-deductible officer compensation 3.0 ( 1.1 ) % 3.5 ( 2.5 ) % 3.3 ( 5.8 ) %

Asset impairment — — % — — % — — % 12.6 ( 5.6 ) %

Non-deductible legal settlement — — % — — % 2.5 ( 4.5 ) %

1 unchanged sentence

Other, net 1.5 ( 0.7 ) % ( 1.4 ) 0.9 % 0.8 ( 1.4 ) %

Total income tax benefit $ ( 28.6 ) 20.3 % $ ( 29.9 ) 52.3 % $ ( 41.0 ) 43.5 % $ ( 23.7 ) 10.6 %

Total income tax expense (benefit)

$ 1.1 - 0.4 % $ ( 28.6 ) 20.3 % $ ( 29.9 ) 52.3 %

The significant components of the Company’s deferred tax assets and liabilities were comprised of the following:

2 unchanged sentences

Net operating loss carryforwards $ 77.1 $ 66.6

Deferred revenue 0.2 1.2

Stock compensation expense 5.0 3.6

14 unchanged sentences

The Tax Cuts and Jobs Act (TCJA), passed in 2017, amended Section 174 of the Internal Revenue Code to require that specific research and experimental (R&E) expenditures be capitalized and amortized over five years for U.S.

R&E expenditures or 15 years for non-US R&E expenditures beginning in the Company’s fiscal year ended December 31, 2022.

R&E expenditures or 15 years for non-U.S.

R&E expenditures beginning in the Company’s fiscal year ended December 31, 2022.

Although Congress has considered legislation that would defer, modify or repeal the capitalization and amortization requirement, there is no assurance that the provision will be deferred, repealed or otherwise modified.

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The Company has incurred a cumulative three-year loss.

Pursuant to ASC 740, Income Taxes , the negative evidence of a cumulative loss may be difficult to overcome.

However, the Company will have significant future taxable income resulting from the reversal of taxable temporary differences.

Primarily due to the availability of such expected future taxable income, the Company concluded that it is more likely than not that the benefits of the majority of its deferred income tax assets will be realized.

However, for certain deferred tax assets a valuation allowance has been established, primarily due to limitations imposed by Section 382 of the Internal Revenue Code and certain jurisdictional limitations.

For the year ended December 31, 2022, the Company's valuation allowance increased by $ 3.9 million, primarily due to the anticipated inability to utilize deferred tax assets related to state attributes and credits.

Pursuant to ASC 740, Income Taxes ("ASC 740"), the negative evidence of a cumulative loss may be difficult to overcome.

Due to cumulative book losses and the lack of sufficient positive evidence, the Company has applied a valuation allowance to all applicable deferred tax assets, leaving a remaining deferred tax liability balance of $ 1.6 million.

At December 31, 2023, the Company had the following net operating loss and research credit carryforwards (tax effected), with their respective expiration periods.

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As of December 31, 2023, the Company had net unrecognized tax benefits of $ 48.1 million.

The Company’s gross unrecognized tax benefits as of the years ended December 31, 2022 and 2021, the transition period ended December 31, 2020 and the fiscal year ended June 30, 2020, and the changes in those balances are as follows:

Years Ended December 31, Six-month Transition Period Ended December 31, Year Ended June 30,

The Company’s gross unrecognized tax benefits as of the years ended December 31, 2023, 2022, and 2021 and the changes in those balances are as follows:

Years Ended December 31,

(in millions) 2023 2022 2021

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Interest and penalties in year-end balance $ 6.4 $ 4.1 $ 3.3

In 2022, the Company filed a U.S.

federal tax return taking an uncertain tax position that was not recorded as a benefit or deferred tax asset in the financial statements but for which the $ 12.0 million unrecognized tax benefit has been included in the table above.

Interest and penalties related to uncertain tax positions are included as a component of Income tax benefit and all other interest and penalties are included as a component of Other income (expense) in the Consolidated Statements of Operations.

For the years ended December 31, 2023 and December 31, 2022, $ 30.2 million and $ 26.8 million of the unrecognized tax benefits, if recognized, would affect the effective tax rate, respectively.

The Company files U.S.

federal, foreign and state income tax returns in jurisdictions with various statutes of limitations.

The Company is currently under audit by the state of California for years ended June 30, 2017 and 2018.

Annual tax provisions include amounts considered necessary to pay assessments that may result from examination of prior year tax returns;

The Company is currently under audit by Switzerland for the years ended June 30, 2017 through December 31, 2021 Annual tax provisions include amounts considered necessary to pay assessments that may result from examination of prior year tax returns;

however, the amount ultimately paid upon resolution of issues may differ materially from the amount accrued.

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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 December 31, 2022, 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 .

As of December 31, 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.

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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.

The lead plaintiff sought the payment of damages allegedly sustained by it and the 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.

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District Court for the District of Utah granted plaintiff's motion for class certification.

The parties currently are engaged in discovery.

On August 3, 2023, the Company entered into a stipulation and agreement of settlement to resolve this lawsuit (the "Settlement") and the parties filed a motion seeking court approval of the Settlement.

The Settlement was approved by the court on December 15, 2023, and the case was subsequently dismissed.

Pursuant to the terms of the Settlement, the Company paid an aggregate settlement amount of $ 77.5 million in cash.

As part of the terms of the Settlement, the settlement class 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 also contained no admission of liability, wrongdoing or responsibility by any of the parties.

Stockholder Derivative Actions

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

This consolidated action currently remains stayed.

On September 17, 2021, a stockholder derivative complaint was filed in the U.S.

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District Court for the District of Delaware pending the resolution of the securities class action lawsuit.

This action currently remains stayed.

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.

("Ravgen") 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.

The lawsuit sought 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.

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On March 14, 2022, the case was stayed pending the outcome of the first of these validity challenges.

On February 13, 2022, the court lifted the stay and litigation of the case has resumed.

On February 13, 2023, the court lifted the stay and litigation of the case resumed.

On October 23, 2023 (the "Effective Date"), the Company and Ravgen entered into a settlement agreement pursuant to which the parties agreed to settle the lawsuit.

As part of the settlement, the Company agreed to pay Ravgen a minimum of $ 12.75 million in three installment payments as follows:

(1) the first installment of $ 5.0 million on or before October 31, 2023, (2) the second installment of $ 5.0 million on or before October 31, 2024, and (3) the third installment of $ 2.75 million on or before October 31, 2025.

Subject to the terms of the settlement agreement, the Company also agreed to pay Ravgen an additional contingent payment of $ 21.25 million payable in five annual installments, with (1) the first installment of $ 5.0 million payable on the later of (a) 30 days after notification in writing by Ravgen of the successful conclusion in favor of Ravgen of all of Ravgen's litigations and patent reexaminations pending as of the Effective Date and (b) January 1, 2026 (the "Contingent Payment Date");

(2) the second installment of $ 5.0 million on the first anniversary of the Contingent Payment Date;

(3) the third installment of $ 5.0 million on the second anniversary of the Contingent Payment Date;

(4) the fourth installment of $ 5.0 million on the third anniversary of the Contingent Payment Date;

and (5) $ 1.25 million on the fourth anniversary of the Contingent Payment Date.

As of December 31, 2023, the Company has accrued $ 29.0 million for this action, of which $ 24.0 million is included in Other long-term liabilities and $ 5.0 million is included in Accrued liabilities in the Company's Consolidated Balance Sheets as of December 31, 2023.

On February 3, 2022, a purported class action lawsuit was filed against the Company in the U.S.

District Court in the Northern District of California by Ashley Carroll.

Plaintiff alleges, among other things, that the Company made false statements about the accuracy of its Prequel prenatal screening test.

The complaint seeks unspecified monetary damages and injunctive relief.

Plaintiff alleged, among other things, that the Company made false statements about the accuracy of its Prequel prenatal screening test.

The complaint sought unspecified monetary damages, as well as punitive damages and injunctive relief.

On April 1, 2022, the Company filed a motion to dismiss the lawsuit.

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On November 9, 2022, the Court granted and denied in part the Company's motion to dismiss the second amended complaint.

On October 6, 2023, the Company and the plaintiff agreed to settle the lawsuit for an immaterial amount.

The settlement agreement contains no admission of liability, wrongdoing or responsibility on the part of the Company.

From time to time, the Company receives recoupment requests from third-party payors for alleged overpayments.

The Company disagrees with the contentions of the pending requests or has recorded an estimated reserve for the alleged overpayments.

The Company leases certain office spaces and research and development laboratory facilities, vehicles, and office equipment with remaining lease terms ranging from one to fifteen years .

The Company leases certain office spaces and research and development laboratory facilities, vehicles, and office equipment with remaining lease terms ranging from approximately one to fifteen years .

These leases require monthly lease payments that may be subject to annual increases throughout the lease term.

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These optional periods have not been considered in the determination of the ROU assets or lease liabilities associated with these leases as the Company did not consider it reasonably certain it would exercise the options.

During the twelve months ended December 31, 2022, in an effort to reduce its real estate footprint, the Company ceased the use of certain of its leased Salt Lake City facilities and one of its South San Francisco facilities.

Due to the increase in remote and hybrid work and the Company's need to ensure its facilities are designed to handle future growth, the Company has been executing on a multi-year strategy to reset its real estate footprint.

As part of that strategy, in the first quarter of 2022, the Company entered into a non-cancelable operating lease for approximately 234,000 square feet in west Salt Lake City, Utah.

The Company took possession of this leased facility in phases, beginning in the three months ended June 30, 2022.

During the twelve months ended December 31, 2023, the Company took possession of the remaining phases of the west Salt Lake City facility and recognized $ 5.9 million of ROU asset and corresponding lease liability, net of tenant improvement allowance not yet received.

The lease has a term of 15 years and total future rent payments under the lease are approximately $ 79.6 million.

Also during the twelve months ended December 31, 2023, the Company assigned the lease for its previous corporate headquarters to a third party and transitioned its headquarters to the west Salt Lake City facility.

As a result of the lease assignment, the operating lease ROU asset and operating lease liability associated with the previous headquarters of $ 33.3 million and $ 39.6 million, respectively, were removed from the Company's Consolidated Balance Sheets.

In connection with the assignment of the lease, the Company recorded an accrual of $ 8.5 million for future payments under the lease assignment agreement, which is included in Accrued liabilities and Other long-term liabilities in the Company's Consolidated Balance Sheets as of December 31, 2023.

The total net loss recognized associated with the assignment of the lease agreement was $ 7.7 million, which is included in Selling, general, and administrative expense in the Company's Consolidated Statements of Operations.

In addition, the Company modified the remaining lease term of certain other Salt Lake City facilities reducing the associated ROU asset and lease liability by $ 6.4 million.

In connection with the Company's multi-year real-estate strategy, the Company also entered into a non-cancelable operating lease for approximately 63,000 square feet in South San Francisco, California with a term of 10 years, which commenced in the second half of fiscal year 2023.

The Company took possession of the lease during fiscal year 2022 and recognized the related ROU asset and lease liability, net of tenant improvement allowance not yet received, of $ 30.7 million.

Total future rent payments under the lease are approximately $ 56.7 million.

The Company plans to transition all of the operations from the current South San Francisco facility, which has approximately 49,000 square feet of laboratory space utilized to perform testing for the Women's Health business, to the new South San Francisco facility.

During the twelve months ended December 31, 2022, the Company ceased the use of certain of its leased Salt Lake City facilities and one of its South San Francisco facilities.

As a result, the Company recorded an impairment charge on ROU assets of $ 13.0 million and an impairment charge of $ 3.9 million on the related property, plant and equipment, which consisted primarily of leasehold improvements.

The total $ 16.9 million impairment is included in Goodwill and long-lived asset impairment charges in the Consolidated Statement of Operations.

The Company performed evaluations of its contracts and determined each of its identified leases are operating leases.

For the year ended December 31, 2022, the Company incurred $ 22.1 million in lease costs which are included in operating expenses in the Consolidated Statements of Operations in relation to these operating leases.

The Company performed evaluations of its contracts and determined the majority of its identified leases are operating leases.

For the year ended December 31, 2023, the Company incurred $ 25.9 million in operating lease costs which are included in operating expenses in the Consolidated Statements of Operations in relation to these operating leases.

Of such lease costs, $ 3.5 million was variable lease expense, which was not included in the measurement of the Company's operating ROU assets and lease liabilities.

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Of such lease costs, $ 3.2 million was variable lease expense, which was not included in the measurement of the Company's operating ROU assets and lease liabilities.

In the first quarter of 2022, the Company entered into a non-cancelable operating lease for approximately 230,000 square feet in west Salt Lake City, Utah.

The lease has a term of 15 years, which, along with rent payments, are expected to commence in the third quarter of 2023.

The Company will take possession of the leased facility in phases, which began in the three months ended June 30, 2022.

As a result, the Company has recognized the related lease balances for the phase, or portion, of the leased facility that the Company has taken possession of, and will recognize the additional phases of the leased facility as possession occurs.

As of December 31, 2022, the Company has recognized an approximately $ 13.9 million ROU asset and corresponding lease liability, net of tenant improvement allowance not yet received.

Total future rent payments under the lease are approximately $ 78.0 million.

The Company also took possession of a lease for approximately 63,000 square feet in South San Francisco, California with a term of 10 years, which, along with rent payments, are expected to commence in the third quarter of 2023.

As a result, the Company recognized the related ROU asset and lease liability, net of tenant improvement allowance not yet received, of $ 30.7 million in the Consolidated Balance Sheets as of December 31, 2022.

Total future rent payments under the lease are approximately $ 58.8 million.

The Company's finance leases are immaterial.

As of December 31, 2023, the maturities of the Company’s operating lease liabilities were as follows (in millions):

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Present value of future lease payments 113.6

leases not yet commenced ( 21.9 )

current maturities of operating lease liabilities ( 16.2 )

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The Company’s recorded contributions to the plan are as follows:

Years Ended December 31, Six-month Transition Period Ended December 31, Year Ended June 30,

Years Ended December 31,

(in millions) 2023 2022 2021

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The Company’s business is aligned with how the chief operating decision maker ("CODM") reviews performance and makes decisions in managing the Company.

On July 1, 2021, the Company completed the divestiture of Myriad RBM, Inc., and, as a result, now operates a single reporting segment.

Prior to the sale, the Myriad RBM, Inc.

operating segment was included in the Company’s previously reported "other" segment.

The Company’s remaining operations have been aggregated into a single reporting segment, which primarily provides testing that helps assess an individual’s risk for developing disease or disease progression and guides treatment decisions across medical specialties where genetic insights can significantly improve patient health care and lower health care costs, and includes corporate services such as finance, human resources, legal and information technology.

Segment information is consistent with how management reviews the business, makes investing and resource allocation decisions and assesses operating performance.

The CODM evaluates segment performance based on operating income (loss).

Management prepares budgets at the operating segment level, and the CODM approves the budget, reviews the business, makes investing and resource allocation decisions and assesses operating performance at both the operating segment level and on an aggregate basis.

As the Company’s operating segments have similar economic and other characteristics, including the nature of the products and production processes, types of customers, distribution methods, and regulatory environment, they have been aggregated into a single reporting segment, which primarily provides testing that helps assess an individual’s risk for developing disease or disease progression and guides treatment decisions across medical specialties where genetic insights can significantly improve patient health care and lower health care costs, and includes corporate services such as finance, human resources, legal and information technology.

The following table reconciles assets by geographical region to total assets:

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The acquisition date fair value of the consideration transferred was $ 68.7 million.

Cash consideration amounted to $ 66.6 million, of which $ 8.5 million was deposited for general representation and warranty and working capital adjustment purposes in an escrow account, legally owned by the Company.

The remaining consideration included contingent cash consideration with a fair value of $ 2.1 million.

The contingent consideration is classified as a liability and has a maximum value of up to $ 32.5 million based on the achievement of certain performance-based targets.

The acquisition date fair value of the contingent consideration was based on the Monte Carlo Method, utilizing various pay-out scenarios that factor in forecasted revenue, earnings before interest, taxes, depreciation and amortization ("EBITDA"), and Prequel and FirstGene test volumes that directly result from the sale of the SneakPeek Gender DNA Test relative to targets for fiscal 2023 and 2024.

The acquisition is being accounted for under the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations .

The consideration transferred was allocated to the tangible and intangible assets acquired and liabilities assumed based on their fair values as of the acquisition date.

Management estimated the fair value of tangible and intangible assets and liabilities in accordance with the applicable accounting guidance for business combinations and utilized the services of third-party valuation consultants.

The significant assumptions used in the model to estimate the value of the intangible assets included projected cash flows, discount rates, net working capital and long-term growth rate.

The initial allocation of the consideration transferred is based on a preliminary valuation and is subject to adjustments.

Balances subject to adjustment primarily include the valuations of acquired assets (tangible and intangible), liabilities assumed, as well as tax-related matters.

During the measurement period, the Company may record adjustments to the provisional amounts recognized.

Management estimated that consideration paid exceeded the fair value of the net assets acquired.

Therefore, goodwill of $ 48.7 million was recorded.

The goodwill recognized is primarily attributable to the expected synergies to be achieved from the business combination and is deductible for income tax purposes.

The following table summarizes the estimated fair value of identified assets acquired and liabilities assumed at the date of acquisition.

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Total fair value of Purchase Price $ 68,698

Identifiable Intangible Assets

The fair values of the identifiable intangible assets and related useful lives were determined using an income approach discounting expected future cash flows to present value at a discount rate of 15.5 %.

The discount rate was based on the estimated internal rate of return for the acquisition and represents the rate that market participants might use to value the intangible assets.

The Company will amortize the intangible assets on a straight-line basis over their estimated useful lives.

The estimated useful life of the customer relationships and trademarks is 10 years and the estimated useful life of the developed technology is 8 years.

Transactions Separate From the Business Acquisition

In connection with the business acquisition, the Company also recognized certain transactions which were accounted for separately from the acquisition of assets and assumptions of liabilities in the business acquisition.

Compensation expense of $ 1.9 million was paid at the closing of the transaction pursuant to a retention arrangement with Gateway employees that was negotiated in connection with their retention by the Company.

Receipt of the additional amounts available under the retention arrangement is contingent upon future service from the employees and the achievement of certain performance-based targets related to revenue and EBITDA.

The $ 1.9 million of compensation expense is recognized in Selling, general, and administrative expense in the Consolidated Statement of Operations for the year ended December 31, 2022.

The Company also incurred approximately $ 3.1 million of acquisition-related costs in connection with the acquisition of Gateway, which has been recognized as an expense in Selling, general, and administrative expense in the Consolidated Statement of Operations in the period incurred.

Pro Forma Information (Unaudited)

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Net loss ( 112,185 ) ( 28,686 )

Revenue and net loss from Gateway included in the Company's Consolidated Statements of Operations since the acquisition date through December 31, 2022 is $ 3.3 million and $ 2.8 million, respectively.

Of the $ 2.8 million net loss recognized, $ 1.9 million is the compensation expense paid at the closing of the transaction discussed above.

Revenue and net loss from Gateway included in the Company's Consolidated Statements of Operations for the year ended December 31, 2023 is $ 21.1 million and $ 4.0 million, respectively.

Revenue and net loss from Gateway included in the Company's Consolidated Statements of Operations from the acquisition date through December 31, 2022 is $ 3.3 million and $ 2.8 million, respectively.

On May 28, 2021, the Company completed the sale of the Myriad myPath, LLC laboratory to Castle Biosciences, Inc.

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The Company's supplemental cash flow information for the respective periods are as follows:

Years Ended December 31, Six-month Transition Period Ended December 31, Year Ended June 30,

Years Ended December 31,

(in millions) 2023 2022 2021

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Non-cash investing and financing activities:

Establishment of operating lease right-of-use assets and lease liabilities

Change in operating lease right-of-use assets and lease liabilities

Operating lease right-of-use assets $ ( 31.0 ) $ 46.9 $ 41.8

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Tenant improvement allowance not yet received — 22.9 —

Purchases of property, plant and equipment in accounts payable and accrued liabilities 10.0 — — —

Accrued liabilities and other long-term liabilities — — — 4.3

Purchases of property, plant and equipment and capitalization of internal-use software in accounts payable and accrued liabilities

SUBSEQUENT EVENTS

On February 1, 2024, the Company acquired from Intermountain Health select assets for an immaterial amount from its Intermountain Precision Genomics (IPG) laboratory business, including the Precise Tumor Test, the Precise Liquid Test, and IPG's CLIA-certified laboratory in St.

George, Utah.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data