MYRIAD GENETICS INC 10-K

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA MYRIAD GENETICS, INC. Index to Financial Statements Page Report of Independent Registered Public Accounting Firm (PCAOB ID: 42 ) 72 Consolidated Balance Sheets as of December 31, 202 3 and 202 2 74 Consolidated Statements of Operations for the Years Ended December 31, 2023, 2022 and 2021 75 Consolidated Statements of Comprehensive Loss for the Years Ended December 31, 2023, 2022 and 2021 76 Consolidated Statements of Stockholders' Equity for the Years Ended December 31, 2023, 2022 and 2021 77 Consolidated Statements of Cash Flows for the Years Ended December 31, 2023, 2022 and 2021 78 Notes to Consolidated Financial Statements 79 71 Table of Contents Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Myriad Genetics, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Myriad Genetics, Inc. 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, 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 These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Measurement of testing revenue Description of the Matter During the year ended December 31, 2023, the Company’s testing revenue was $753.2 million. As discussed in Note 1 of the consolidated financial statements, management estimates the expected amount of consideration to be received as testing revenue and revenue is recognized when the performance obligation is complete. Auditing the measurement of the Company’s testing revenue was complex and judgmental due to the significant estimation required in determining the amount that will be collected for each test. In particular, the estimate of revenue is affected by assumptions related to payors such as changes in payor mix, payor collections, current customer contractual requirements, and experience with ultimate collection from third-party payors. 72 Table of Contents How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s revenue recognition process. For example, we tested controls over management’s review of the significant assumptions above and inputs used in calculating the estimated amount that would be collected for each test and tested management’s controls to compare actual payments received to previously forecasted activity. We also tested controls used by management to compare the current and historical data used in making the estimates for completeness and accuracy. Our audit procedures over the Company’s testing revenue included, among others, assessing valuation methodologies and models and testing the significant assumptions above and the underlying data used by the Company in its analysis. We agreed transactions selected for testing back to the actual customer contract terms. We compared the significant assumptions above and inputs used by management to changes in the Company’s contracted rates, third-party payor collection trends, and other relevant factors. We assessed the historical accuracy of the cash collections used in the Company’s revenue models, and assessed the completeness of adjustments to estimates of future cash collections as a result of significant contract amendments, changes in collection trends and changes in payor behavior. /s/ Ernst & Young LLP We have served as the Company’s auditor since 2006. Salt Lake City, UT February 28, 2024 73 Table of Contents MYRIAD GENETICS, INC. AND SUBSIDIARIES Consolidated Balance Sheets (in millions, except per share amounts) December 31, 2023 2022 ASSETS Current assets: Cash and cash equivalents $ 132.1 $ 56.9 Marketable investment securities 8.8 58.0 Trade accounts receivable 114.3 101.6 Inventory 22.0 20.1 Prepaid taxes 17.0 17.6 Prepaid expenses and other current assets 19.4 20.4 Total current assets 313.6 274.6 Operating lease right-of-use assets 61.6 103.9 Long-term marketable investment securities — 54.8 Property, plant and equipment, net 119.0 83.4 Intangibles, net 349.5 379.7 Goodwill 287.4 286.8 Other assets 15.4 15.5 Total assets $ 1,146.5 $ 1,198.7 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 25.8 $ 28.8 Accrued liabilities 113.9 94.3 Current maturities of operating lease liabilities 16.2 14.1 Total current liabilities 155.9 137.2 Unrecognized tax benefits 30.2 26.8 Long-term debt 38.5 — Noncurrent operating lease liabilities 97.4 130.9 Other long-term liabilities 41.3 18.0 Total liabilities 363.3 312.9 Commitments and contingencies Stockholders’ equity: Common stock, $ 0.01 par value, 89.9 and 81.2 shares outstanding at December 31, 2023 and 2022, respectively 0.9 0.8 Additional paid-in capital 1,415.5 1,260.1 Accumulated other comprehensive loss ( 3.7 ) ( 8.9 ) Accumulated deficit ( 629.5 ) ( 366.2 ) Total stockholders' equity 783.2 885.8 Total liabilities and stockholders’ equity $ 1,146.5 $ 1,198.7 See accompanying notes to consolidated financial statements. 74 Table of Contents MYRIAD GENETICS, INC. AND SUBSIDIARIES Consolidated Statements of Operations (in millions, except per share amounts) Years Ended December 31, 2023 2022 2021 Testing revenue $ 753.2 $ 678.4 $ 666.4 Other revenue — — 24.2 Total revenue 753.2 678.4 690.6 Costs and expenses: Cost of testing revenue 236.2 202.0 185.7 Cost of other revenue — — 11.9 Research and development expense 88.7 85.4 81.9 Selling, general, and administrative expense 572.9 514.7 537.8 Legal settlements 112.8 — 62.0 Goodwill and long-lived asset impairment charges — 16.9 1.8 Total costs and expenses 1,010.6 819.0 881.1 Operating loss ( 257.4 ) ( 140.6 ) ( 190.5 ) Other income (expense): Interest income 2.5 2.6 0.7 Interest expense ( 2.9 ) ( 3.2 ) ( 6.6 ) Other ( 4.4 ) 0.6 139.3 Total other income (expense) ( 4.8 ) — 133.4 Loss before income tax ( 262.2 ) ( 140.6 ) ( 57.1 ) Income tax expense (benefit) 1.1 ( 28.6 ) ( 29.9 ) Net loss $ ( 263.3 ) $ ( 112.0 ) $ ( 27.2 ) Net loss per share: Basic and diluted $ ( 3.18 ) $ ( 1.39 ) $ ( 0.35 ) Weighted average shares outstanding: Basic and diluted 82.8 80.6 78.0 See accompanying notes to consolidated financial statements. 75 Table of Contents MYRIAD GENETICS, INC. AND SUBSIDIARIES Consolidated Statements of Comprehensive Loss (in millions) Years Ended December 31, 2023 2022 2021 Net loss attributable to Myriad Genetics, Inc. stockholders $ ( 263.3 ) $ ( 112.0 ) $ ( 27.2 ) 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 1.5 — — 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 ) See accompanying notes to consolidated financial statements. 76 Table of Contents MYRIAD GENETICS, INC. AND SUBSIDIARIES Consolidated Statements of Stockholders’ Equity (in millions) Common stock Additional paid-in capital Accumulated other comprehensive loss Accumulated deficit Myriad Genetics, Inc. Stockholders’ equity 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 Stock-based payment expense — 36.5 — — 36.5 Net loss — — — ( 27.2 ) ( 27.2 ) 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 Issuance of common stock under stock-based compensation plans, net of shares exchanged for withholding tax — ( 4.3 ) — — ( 4.3 ) Stock-based payment expense — 38.1 — — 38.1 Net loss — — — ( 112.0 ) ( 112.0 ) Other comprehensive loss, net of tax — — ( 3.8 ) — ( 3.8 ) BALANCES AT DECEMBER 31, 2022 $ 0.8 $ 1,260.1 $ ( 8.9 ) $ ( 366.2 ) $ 885.8 Issuance of common stock under stock-based compensation plans, net of shares exchanged for withholding tax — ( 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 income, net of tax — — 5.2 — 5.2 BALANCES AT DECEMBER 31, 2023 $ 0.9 $ 1,415.5 $ ( 3.7 ) $ ( 629.5 ) $ 783.2 See accompanying notes to consolidated financial statements. 77 Table of Contents MYRIAD GENETICS, INC. AND SUBSIDIARIES Consolidated Statements of Cash Flows (in millions) Years Ended December 31, 2023 2022 2021 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss attributable to Myriad Genetics, Inc. stockholders $ ( 263.3 ) $ ( 112.0 ) $ ( 27.2 ) 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 lease expense 11.3 11.7 12.8 Loss on termination of lease 7.7 — — Stock-based compensation expense 40.7 38.1 36.3 Deferred income taxes ( 4.0 ) ( 30.8 ) ( 32.1 ) Unrecognized tax benefits 3.4 ( 1.1 ) ( 2.6 ) Net realized losses on marketable investment securities 1.5 — — Loss on inventory — — 6.5 Impairment of goodwill and long-lived assets — 16.9 1.8 Gain on sale of businesses and assets — — ( 162.0 ) Other non-cash adjustments 2.9 1.7 1.5 Changes in assets and liabilities: Prepaid expenses and other current assets 0.2 1.6 ( 6.6 ) Trade accounts receivable ( 12.5 ) ( 10.3 ) ( 8.8 ) Inventory ( 1.8 ) ( 2.9 ) 1.6 Prepaid taxes 0.7 0.7 89.9 Other assets 0.6 ( 0.9 ) ( 3.6 ) Tenant improvement allowance received 16.3 18.0 — Accounts payable ( 3.7 ) ( 3.5 ) 9.2 Accrued liabilities 27.4 ( 81.2 ) 65.7 Deferred revenue ( 0.2 ) ( 5.0 ) ( 26.6 ) Net cash provided by (used in) operating activities ( 110.9 ) ( 106.3 ) 18.6 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ( 63.2 ) ( 45.3 ) ( 18.0 ) Capitalization of internal-use software costs ( 10.1 ) — — Acquisitions, net of cash acquired — ( 57.2 ) — Proceeds from sale of business and assets — — 379.1 Purchases of marketable investment securities — ( 103.2 ) ( 147.8 ) Proceeds from maturities and sales of marketable investment securities 105.2 128.2 61.1 Net cash provided by (used in) investing activities 31.9 ( 77.5 ) 274.4 CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from common stock issued under stock-based compensation plans 6.0 6.3 91.8 Payment of tax withheld for common stock issued under stock-based compensation plans ( 8.8 ) ( 10.6 ) ( 11.5 ) Proceeds from underwritten public offering, net of costs and discounts 117.6 — — 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 ) Payment of contingent consideration recognized at acquisition — ( 3.0 ) ( 3.3 ) Payment on finance leases ( 0.2 ) — — 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 ) Net increase (decrease) in cash, cash equivalents, and restricted cash 74.5 ( 192.4 ) 141.8 Cash, cash equivalents, and restricted cash at beginning of the period 66.4 258.8 117.0 Cash, cash equivalents, and restricted cash at end of the period $ 140.9 $ 66.4 $ 258.8 See accompanying notes to consolidated financial statements. 78 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in millions, except per share data) 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Financial Statement Presentation Myriad Genetics, Inc. (together with its subsidiaries, the "Company" or "Myriad") is a leading genetic testing and precision medicine company dedicated to advancing health and well-being for all. Myriad provides insights that help people take control of their health and enable healthcare providers to better detect, treat, and prevent disease. Myriad develops and offers genetic tests that help assess the risk of developing disease or disease progression and guide treatment decisions across medical specialties where genetic insights can significantly improve patient care and lower health care costs. The Company generates revenue by performing tests and, prior to the sale of Myriad RBM, Inc. on July 1, 2021 as described in Note 17, by providing pharmaceutical and clinical services to the pharmaceutical and biotechnology industries and medical research institutions utilizing its multiplexed immunoassay technology. The Company currently operates as a single reporting segment. The Company’s principal executive office is located in Salt Lake City, Utah. The accompanying consolidated financial statements for the Company have been prepared in accordance with United States ("U.S.") generally accepted accounting principles (“GAAP”) for financial information and pursuant to the applicable rules and regulations of the Securities and Exchange Commission (“SEC”). All intercompany accounts and transactions have been eliminated in consolidation. In the opinion of management, the accompanying financial statements contain all adjustments (consisting of normal and recurring accruals) necessary to present fairly all financial statements in accordance with GAAP. Use of Estimates 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, 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. Reclassifications Certain prior period amounts have been reclassified to conform with the current period presentation. The reclassifications have no impact on the total assets, total liabilities, stockholders' equity, or cash flows from operations. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. Substantially all of the Company’s accounts receivable are with companies in the healthcare industry, U.S. and state governmental agencies, and individuals. The Company does not believe that receivables due from U.S. and state governmental agencies, such as Medicare, represent a credit risk since the related health care programs are funded by the U.S. and state governments. The Company only has one payor, Medicare, that represents greater than 10% of its revenues. Revenues received from Medicare represented approximately 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. 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 The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. Cash and cash equivalents primarily consist of cash and money market deposits with financial institutions. 79 Table of Contents Restricted Cash 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"), 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, (in millions) 2023 2022 2021 Cash and cash equivalents $ 132.1 $ 56.9 $ 257.4 Restricted cash 8.8 9.5 1.4 Total cash, cash equivalents, and restricted cash $ 140.9 $ 66.4 $ 258.8 Marketable Investment Securities The Company has classified its marketable investment securities, all of which are debt securities, as available-for-sale securities. These securities are carried at estimated fair value with unrealized holding gains and losses, net of the related tax effect, included in Accumulated other comprehensive loss in Stockholders’ equity until realized. Gains and losses on investment security transactions are reported on the specific-identification method. Dividend and interest income are recognized when earned. The Company’s cash equivalents consist of short-term, highly liquid investments that are readily convertible to known amounts of cash. A decline in the market value of any available-for-sale security below cost that is deemed other than temporary results in a charge to earnings and establishes a new cost basis for the security. Losses are charged against Other income (expense) when a decline in fair value is determined to be other than temporary. The Company reviews several factors to determine whether a loss is other than temporary. These factors include but are not limited to: (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, 2023, 2022, and 2021. Inventory 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. Inventories are stated at the lower of cost or market and costs are determined on a first-in, first-out basis. The Company evaluates its inventories for excess quantities and obsolescence. Inventories that are considered excess or obsolete are expensed. In order to assess the ultimate realization of inventories, the Company is required to make judgments as to future demand requirements compared to current or committed inventory levels. The valuation of inventories requires the use of estimates as to the amounts of current inventories that will be sold. These estimates are dependent on management’s assessment of current and expected orders from the Company’s customers. Trade Accounts Receivable Trade accounts receivable represents estimated receivables from customers for revenue recognized related to genetic tests. The Company does not have any off-balance-sheet credit exposure related to its customers and does not require collateral. 80 Table of Contents Property, Plant and Equipment Equipment and leasehold improvements are stated at cost less accumulated depreciation. Depreciation and amortization are computed using the straight-line method based on the lesser of estimated useful lives of the related assets or lease terms. Equipment items have depreciable lives of five to seven years . Leasehold improvements are depreciated over the shorter of the estimated useful lives or the associated lease terms, which range from one to fifteen years . Repairs and maintenance costs are charged to expense as incurred. Leases 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. Classification of lease liabilities as either current or non-current is based on the expected timing of payments due under the Company’s obligations. As most of the Company’s leases do not provide an implicit interest rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The ROU asset also consists of any lease incentives received. The lease terms used to calculate the ROU asset and related lease liability include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. The leases have remaining lease terms of 1 year to 15 years, some of which include options to extend the lease term for up to 10 years. The Company has taken advantage of certain practical expedients offered to registrants at adoption of Accounting Standards Codification ("ASC") 842, Leases . Lease expense for leases with a term of twelve months or less is recognized on a straight-line basis and is not included in the recognized ROU assets and lease liabilities. 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. 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 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, 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. 81 Table of Contents 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. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future undiscounted cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. 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 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. The events and circumstances that are considered include business climate and market conditions, legal factors, operating performance indicators and competition. Impairment of goodwill is first assessed using a qualitative approach. If the qualitative assessment suggests that impairment is more likely than not, a quantitative analysis is performed. The quantitative analysis involves a comparison of the fair value of the reporting unit with its carrying amount. If the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. If an event occurs that would cause a revision to the estimates and assumptions used in analyzing the value of the goodwill, the revision could result in a non-cash impairment charge that could have a material impact on the financial results. Business Acquisitions The Company accounts for acquisitions of entities that include inputs and processes and have the ability to create outputs as business combinations. The tangible and identifiable intangible assets acquired and liabilities assumed in a business combination are recorded based on their estimated fair values as of the business combination date, including identifiable intangible assets which either arise from a contractual or legal right or are separable from goodwill. The Company bases the estimated fair value of identifiable intangible assets acquired in a business combination on third-party valuations that use information and assumptions provided by the Company's management, which consider the Company's estimates of inputs and assumptions that a market participant would use. Any excess purchase price over the estimated fair value assigned to the net tangible and identifiable intangible assets acquired and liabilities assumed is recorded to goodwill. The use of alternative valuation assumptions, including estimated revenue projections, growth rates, estimated cost savings, cash flows, discount rates, estimated useful lives and probabilities surrounding the achievement of contingent milestones could result in different purchase price allocations and amortization expense in current and future periods. In circumstances where an acquisition involves a contingent consideration arrangement that meets the definition of a liability under ASC 480, Distinguishing Liabilities from Equity , the Company recognizes a liability equal to the fair value of the contingent payments expected to be made as of the acquisition date. This liability is remeasured each reporting period and the changes in the fair value are recognized in Selling, general, and administrative expenses in the Consolidated Statements of Operations. Transaction costs associated with acquisitions are expensed as incurred in Selling, general, and administrative expenses in the Consolidated Statements of Operations. Results of operations and cash flows of acquired companies are included in the operating results from the date of acquisition. 82 Table of Contents Revenue Recognition The Company primarily generates revenue by performing genetic testing. Testing revenues are primarily derived from the following categories of products: Hereditary Cancer (MyRisk, BRACAnalysis, BRACAnalysis CDx), Tumor Profiling (MyChoice CDx, Prolaris, and EndoPredict), Prenatal (Foresight, Prequel, and SneakPeek), and Pharmacogenomics (GeneSight). 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. See Note 17 for a discussion of these divestitures. Revenue is recorded at the estimated transaction price. 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, 2023, 2022, and 2021: Years Ended December 31, (In millions) 2023 2022 2021 Testing revenues: Hereditary Cancer $ 327.8 $ 305.5 $ 316.3 Tumor Profiling 135.6 128.6 120.9 Prenatal 151.3 116.4 106.8 Pharmacogenomics 138.5 127.6 93.7 Autoimmune — 0.3 28.2 Other — — 0.5 Total testing revenue 753.2 678.4 666.4 Other revenue — — 24.2 Total revenue $ 753.2 $ 678.4 $ 690.6 In addition, the following tables reconcile revenue by geographical region, either U.S. or rest of world ("RoW"), to total revenue: Years Ended December 31, 2023 2022 2021 (in millions) U.S. RoW Total U.S. RoW Total U.S. RoW Total Testing revenues: Hereditary Cancer $ 280.5 $ 47.3 $ 327.8 $ 263.5 $ 42.0 $ 305.5 $ 271.0 $ 45.3 $ 316.3 Tumor Profiling 102.1 33.5 135.6 84.5 44.1 128.6 80.4 40.5 120.9 Prenatal 150.6 0.7 151.3 115.6 0.8 116.4 106.2 0.6 106.8 Pharmacogenomics 138.5 — 138.5 127.6 — 127.6 93.7 — 93.7 Autoimmune — — — 0.3 — 0.3 28.2 — 28.2 Other — — — — — — — 0.5 0.5 Total testing revenue 671.7 81.5 753.2 591.5 86.9 678.4 579.5 86.9 666.4 Other revenue — — — — — — 24.2 — 24.2 Total revenue $ 671.7 $ 81.5 $ 753.2 $ 591.5 $ 86.9 $ 678.4 $ 603.7 $ 86.9 $ 690.6 83 Table of Contents Under ASC 606, Revenue from Contracts with Customers (“ASC 606”), an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company performs its obligation under a contract with a customer by processing tests and communicating the test results to customers, in exchange for consideration from the customer. The Company has the right to bill its customers upon the completion of performance obligations and thus does not record contract assets. Occasionally, customers make payments prior to the Company's performance of its contractual obligations. When this occurs, the Company records a contract liability as Deferred revenue, which is included in Accrued liabilities in the Consolidated Balance Sheets. A reconciliation of the beginning and ending balances of deferred revenue is shown in the table below: Years Ended December 31, (in millions) 2023 2022 2021 Deferred revenue - beginning balance $ 0.6 $ 5.2 $ 32.7 Revenue recognized ( 0.5 ) ( 4.9 ) ( 40.5 ) Prepayments 0.4 0.3 14.0 Divestitures — — ( 1.0 ) Deferred revenue - ending balance $ 0.5 $ 0.6 $ 5.2 In accordance with ASC 606, the Company has elected not to disclose the aggregate amount of the transaction price allocated to remaining performance obligations for its contracts that are one year or less, as the revenue is expected to be recognized within the next year. Furthermore, the Company has elected not to disclose the aggregate amount of the transaction price allocated to remaining performance obligations for its agreements wherein the Company’s right to payment is in an amount that directly corresponds with the value of the Company’s performance to date. In determining the transaction price, the Company includes an estimate of the expected amount of consideration as revenue. The Company applies this method consistently for similar contracts when estimating the effect of any uncertainty on an amount of variable consideration to which it will be entitled. An estimate of transaction price does not include any estimated amount of variable consideration that is constrained. In addition, the Company considers all the information (historical, current, and forecast) that is reasonably available to identify possible consideration amounts. In determining the expected value, the Company considers the probability of the variable consideration for each possible scenario. The Company also has significant experience with historical discount patterns and uses this experience to estimate transaction prices. The estimate of revenue is affected by assumptions in payor behavior such as changes in payor mix, payor collections, current customer contractual requirements, and experience with collections from third-party payors. When assessing the total consideration for insurance carriers and patients, revenues are further constrained for estimated refunds. The Company reserves certain amounts in Accrued liabilities in the 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. As a result of this new information, the Company updates its estimate of the amounts to be recognized for previously delivered tests. 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. 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. 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. 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. 84 Table of Contents The Company applies the practical expedient related to costs to obtain or fulfill a contract since the amortization period for such costs will be one year or less. Accordingly, no costs incurred to obtain or fulfill a contract have been capitalized. The Company also applies the practical expedient for not adjusting revenue recognized for the effects of the time value of money. This practical expedient has been elected because the Company collects very little cash from customers under payment terms and the vast majority of payment terms have a payback period of less than one year. 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 ("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. The fair value of PSU awards that have market conditions is determined using the Monte Carlo Method. For PSUs, t he Company estimates the likelihood of achievement of the performance conditions at the end of each period. Forfeitures are recognized as a reduction of compensation expense in earnings in the period in which they occur. The fair value of shares issued under the Company's Employee Stock Purchase Plan is calculated using the Black-Scholes option-pricing model, based on assumptions including the risk-free interest rate, expected life, expected dividend yield and expected volatility. The average risk-free interest rate is determined using the U.S. Treasury rate. We determine the expected life based on the offering period of the Employee Stock Purchase Plan. The expected volatility is determined using the weighted average of daily historical volatility of the price of the Company's common stock. Other Income (Expense) The Company recognizes the gain or loss on its divestitures as Other income (expense) in the Consolidated Statement of Operations. See Note 17 for additional information regarding these divestitures. Income Taxes The Company recognizes income taxes under the asset and liability method. This approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. The provision for income taxes, including the effective tax rate and analysis of potential tax exposure items, if any, requires significant judgment and expertise in federal, state, and foreign income tax laws, regulations and strategies, including the determination of deferred tax assets and liabilities and any estimated valuation allowances deemed necessary to recognize deferred tax assets at an amount that is more likely than not to be realized. The Company’s filings, including the positions taken therein, are subject to audit by various taxing authorities. While the Company believes it has provided adequately for its income tax liabilities in the consolidated financial statements, adverse determinations by these taxing authorities could have a material adverse effect on the Company's consolidated financial condition, results of operations or cash flows. 85 Table of Contents Earnings Per Share Basic earnings per share (EPS) is computed based on the weighted-average number of shares of common stock outstanding. Diluted earnings per share is computed based on the weighted-average number of shares of common stock, including the dilutive effect of common stock equivalents, outstanding. The following is a reconciliation of the denominators of the basic and diluted earnings per share computations: Years Ended December 31, (in millions) 2023 2022 2021 Denominator: Weighted-average shares outstanding used to compute basic EPS 82.8 80.6 78.0 Effect of dilutive stock options and RSUs — — — Weighted-average shares outstanding and dilutive securities used to compute diluted EPS 82.8 80.6 78.0 Certain outstanding options and RSUs were excluded from the computation of diluted earnings per share because the effect would have been anti-dilutive. These potential dilutive shares of common stock, which may be dilutive to future diluted earnings per share, are as follows: Years Ended December 31, (in millions) 2023 2022 2021 Anti-dilutive options and RSUs excluded from EPS computation 5.1 4.4 4.5 Foreign Currency The functional currency of the Company’s international subsidiaries is the local currency. For those subsidiaries, expenses denominated in the functional currency are translated into U.S. dollars using average exchange rates in effect during the period and assets and liabilities are translated using period-end exchange rates. The foreign currency translation adjustments are included in Accumulated other comprehensive loss as a separate component of Stockholders’ equity. The following table shows the cumulative translation adjustments included in Accumulated other comprehensive loss (in millions): Ending balance December 31, 2022 $ ( 6.2 ) Period translation adjustments 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 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. 86 Table of Contents 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. 2. MARKETABLE INVESTMENT SECURITIES 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 cost Gross unrealized holding gains Gross unrealized holding losses Estimated fair value December 31, 2023: Cash and cash equivalents: Cash $ 129.9 $ — $ — $ 129.9 Cash equivalents 2.2 — — 2.2 Total cash and cash equivalents 132.1 — — 132.1 Available-for-sale: Corporate bonds and notes 8.4 — ( 0.1 ) 8.3 Municipal bonds 0.5 — — 0.5 Total $ 141.0 $ — $ ( 0.1 ) $ 140.9 (in millions) Amortized cost Gross unrealized holding gains Gross unrealized holding losses Estimated fair value December 31, 2022: Cash and cash equivalents: Cash $ 53.6 $ — $ — $ 53.6 Cash equivalents 3.3 — — 3.3 Total cash and cash equivalents 56.9 — — 56.9 Available-for-sale: Corporate bonds and notes 66.7 — ( 1.6 ) 65.1 Municipal bonds 16.3 — ( 0.3 ) 16.0 Federal agency issues 20.7 — ( 0.7 ) 20.0 U.S. government securities 11.8 — ( 0.1 ) 11.7 Total $ 172.4 $ — $ ( 2.7 ) $ 169.7 Cash, cash equivalents, and maturities of debt securities classified as available-for-sale were as follows at December 31, 2023: (in millions) Amortized cost Estimated fair value Cash $ 129.9 $ 129.9 Cash equivalents 2.2 2.2 Available-for-sale: Due within one year 8.9 8.8 Total $ 141.0 $ 140.9 87 Table of Contents 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, 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. Additional information relating to fair value of marketable investment securities can be found in Note 3. 3. FAIR VALUE MEASUREMENTS The fair value of the Company’s financial instruments reflects the amounts that the Company estimates it will receive in connection with the sale of an asset or pay in connection with the transfer of a liability in an orderly transaction between market participants at the measurement date (exit price). The fair value hierarchy prioritizes the use of inputs used in valuation techniques into the following three levels: Level 1—quoted prices in active markets for identical assets and liabilities. Level 2—observable inputs other than quoted prices in active markets for identical assets and liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Some of the Company’s marketable securities primarily utilize broker quotes in a non-active market for valuation of these securities. Level 3—unobservable inputs. All of the Company’s financial instruments are valued using quoted prices in active markets or based on other observable inputs. For Level 2 securities, the Company uses a third-party pricing service which provides documentation on an ongoing basis that includes, among other things, pricing information with respect to reference data, methodology, inputs summarized by asset class, pricing application and corroborative information. For Level 3 contingent consideration related to the acquisitions of Sividon Diagnostics GmbH ("Sividon") and Gateway, the Company reassesses the fair value of each expected contingent consideration and the corresponding liability each reporting period using the Monte Carlo Method, which is consistent with the initial measurement of the expected contingent consideration liability. This fair value measurement is considered a Level 3 measurement because the Company estimates projections during the expected measurement periods of approximately 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. The contingent consideration liabilities are classified as components of Accrued liabilities and Other long-term liabilities in the Consolidated Balance Sheets. Changes to contingent consideration liabilities are reflected in Selling, general, and administrative expense in the Consolidated Statements of Operations. Changes to the unobservable inputs could have a material impact on the Company’s financial statements. The fair value of the Company’s long-term debt, which it considers a Level 2 measurement, is estimated using discounted cash flow analyses, based on the Company’s current estimated incremental borrowing rates for similar borrowing arrangements. The fair value of the Company’s long-term debt is estimated to be $ 39.7 million at December 31, 2023. 88 Table of Contents The following table sets forth the fair value of the financial assets and liabilities that the Company re-measures on a regular basis: (in millions) Level 1 Level 2 Level 3 Total December 31, 2023 Money market funds (a) $ 2.2 $ — $ — $ 2.2 Corporate bonds and notes — 8.3 — 8.3 Municipal bonds — 0.5 — 0.5 Contingent consideration — — ( 5.4 ) ( 5.4 ) Total $ 2.2 $ 8.8 $ ( 5.4 ) $ 5.6 (in millions) Level 1 Level 2 Level 3 Total December 31, 2022 Money market funds (a) $ 3.3 $ — $ — $ 3.3 Corporate bonds and notes — 65.1 — 65.1 Municipal bonds — 16.0 — 16.0 Federal agency issues — 20.0 — 20.0 U.S. government securities — 11.7 — 11.7 Contingent consideration — — ( 6.8 ) ( 6.8 ) Total $ 3.3 $ 112.8 $ ( 6.8 ) $ 109.3 (a) Money market funds are primarily comprised of exchange traded funds and accrued interest. The following table reconciles the change in the fair value of the contingent consideration during the periods presented: (in millions) Years Ended December 31, 2023 2022 2021 Carrying amount at beginning of period $ 6.8 $ 8.6 $ 10.9 Payment of contingent consideration — ( 3.0 ) ( 3.3 ) Consideration recognized at acquisition — 2.1 — Change in fair value recognized in the statement of operations ( 1.5 ) ( 0.4 ) 1.8 Translation adjustments recognized in other comprehensive income (loss) 0.1 ( 0.5 ) ( 0.8 ) Carrying amount at end of period $ 5.4 $ 6.8 $ 8.6 4. PROPERTY, PLANT AND EQUIPMENT, NET The property, plant and equipment at December 31, 2023 and December 31, 2022 were as follows: December 31, (in millions) 2023 2022 Leasehold improvements $ 91.3 $ 67.9 Equipment 147.6 124.7 Property, plant and equipment, gross 238.9 192.6 Less accumulated depreciation ( 119.9 ) ( 109.2 ) 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. 89 Table of Contents 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. As a result, the Company recognized a $ 3.9 million impairment on the property, plant and equipment associated with the leases, which consisted primarily of leasehold improvements. See Note 13 for further discussion. The Company recorded depreciation during the respective periods as follows: Years Ended December 31, (in millions) 2023 2022 2021 Depreciation expense $ 19.1 $ 11.6 $ 12.1 5. GOODWILL AND INTANGIBLE ASSETS Goodwill The changes in the carrying amount of goodwill for the year ended December 31, 2023 are as follows: (in millions) Year Ended December 31, 2023 Beginning balance $ 286.8 Translation adjustments 0.6 Carrying amount at end of period $ 287.4 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, 2023, 2022 and 2021. Intangible Assets The following tables summarize the amounts reported as intangible assets (in millions): At December 31, 2023: Gross Carrying Amount Accumulated Amortization Net Weighted-Average Useful Life (in Years) Weighted-Average Remaining Useful Life (in Years) 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 Trademarks 6.1 ( 0.7 ) 5.4 10.0 8.8 Total intangible assets $ 645.8 $ ( 296.3 ) $ 349.5 13.9 7.9 At December 31, 2022: Gross Carrying Amount Accumulated Amortization Net Weighted-Average Useful Life (in Years) Weighted-Average Remaining Useful Life (in Years) 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 90 Table of Contents 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, (in millions) 2023 2022 2021 Amortization of intangible assets $ 42.8 $ 41.1 $ 50.7 Future amortization expense of intangible assets as of December 31, 2023 is estimated to be as follows (in millions): Years Ended December 31, Amortization Expense 2024 $ 45.0 2025 46.3 2026 46.5 2027 44.7 2028 43.4 Thereafter 123.6 Total $ 349.5 6. ACCRUED LIABILITIES The Company's accrued liabilities at December 31, 2023 and December 31, 2022 were as follows: December 31, (in millions) 2023 2022 Employee compensation and benefits $ 49.7 $ 41.2 Accrued taxes payable 4.6 4.8 Refunds payable and reserves 20.1 19.3 Short-term contingent consideration 3.1 — Accrued royalties 5.3 4.8 Legal settlement 6.0 — Lease termination accrual 4.4 — Other accrued liabilities 20.7 24.2 Total accrued liabilities $ 113.9 $ 94.3 91 Table of Contents 7. LONG-TERM DEBT On June 30, 2023, the Company entered into an asset-based revolving credit facility (the “ABL Facility”) with an initial maximum principal amount of $ 90.0 million, with JPMorgan Chase Bank, N.A. as administrative agent and issuing bank, the other lender parties thereto, and certain of the Company's domestic subsidiaries (the "Guarantors"). 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. 92 Table of Contents 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. 8. OTHER LONG-TERM LIABILITIES The Company's other long-term liabilities at December 31, 2023 and December 31, 2022 were as follows: December 31, (in millions) 2023 2022 Contingent consideration $ 2.3 $ 6.8 Escrow liability 7.5 7.5 Legal settlements 24.0 — Other 7.5 3.7 Total other long-term liabilities $ 41.3 $ 18.0 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. 9. PREFERRED AND COMMON STOCKHOLDERS' EQUITY The Company is authorized to issue up to 5.0 million shares of preferred stock, par value $ 0.01 per share. There were no shares of preferred stock outstanding at December 31, 2023 and December 31, 2022. 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, (in millions) 2023 2022 2021 Beginning common stock issued and outstanding 81.2 80.0 75.4 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 7.4 — — Common stock issued and outstanding at end of period 89.9 81.2 80.0 93 Table of Contents 10. 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 (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. 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 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 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. Stock Options A summary of the stock option activity under the Company's equity plans, and inducement awards for the year ended December 31, 2023 is as follows: (number of shares in millions) Number of shares Weighted average exercise price Weighted average remaining contractual life (years) Options outstanding at December 31, 2022 0.7 $ 13.38 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, 2023, 2022 and 2021. 94 Table of Contents Restricted Stock Units A summary of the RSU awards activity under the Company's equity plans and inducement awards, including PSU awards, for the year ended December 31, 2023 is as follows: 2023 (number of shares in millions) Number of shares Weighted average grant date fair value RSUs unvested and outstanding at December 31, 2022 3.7 $ 25.08 RSUs granted 2.4 23.02 Less: RSUs vested ( 1.3 ) 23.55 RSUs canceled ( 0.4 ) 24.38 RSUs unvested and outstanding at December 31, 2023 4.4 $ 24.37 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, (in millions) 2023 2022 2021 Cost of testing revenue $ 1.4 $ 1.7 $ 1.5 Cost of other revenue — — 0.1 Research and development expense 4.0 5.2 4.2 Selling, general, and administrative expense 35.3 31.2 30.5 Total stock-based compensation expense $ 40.7 $ 38.1 $ 36.3 As of December 31, 2023, there was $ 66.2 million of total unrecognized stock-based compensation expense that will be recognized over a weighted-average period of 1.9 years. The Company recognizes forfeitures as they occur. The aggregate intrinsic value of options outstanding, aggregate intrinsic value of options that are fully vested and aggregate intrinsic value of RSUs vested and expected to vest is as follows: (in millions) As of December 31, 2023 Aggregate intrinsic value of options outstanding $ 3.9 Aggregate intrinsic value of options fully vested 2.6 Aggregate intrinsic value of RSUs outstanding 84.1 The total intrinsic value of options exercised was as follows: Years Ended December 31, (in millions) 2023 2022 2021 Total intrinsic value of options exercised $ — $ — $ 29.2 95 Table of Contents Employee Stock Purchase Plan The Company also has an Employee Stock Purchase Plan that was initially approved by stockholders in 2012 and was amended and approved by the Board of Directors of the Company on September 23, 2021 and the stockholders on June 2, 2022 (the “Amended and Restated 2012 Purchase Plan”), under which 4.0 million shares of common stock were authorized. Shares are issued under the Amended and Restated 2012 Purchase Plan twice yearly at the end of each offering period and the number of shares that may be purchased by any participant during an offering period is limited to 5,000 shares. 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, (in millions) 2023 2022 2021 Shares purchased under the plans 0.4 0.3 0.2 Plan compensation expense $ 2.2 $ 1.9 $ 1.5 The fair value of shares issued under the Amended and Restated 2012 Purchase Plan that was in effect for each period reported was calculated using the Black‑Scholes option-pricing model using the weighted-average assumptions below. Each of these inputs is subjective and its determination generally requires significant judgment. Years Ended December 31, 2023 2022 2021 Risk-free interest rate 5.1 % 1.4 % 0.1 % Expected dividend yield — % — % — % Expected life (in years) 0.5 0.5 0.5 Expected volatility 56 % 53 % 60 % 11. INCOME TAXES Income tax expense (benefit) consists of the following: Years Ended December 31, (in millions) 2023 2022 2021 Current: Federal $ 3.4 $ ( 0.5 ) $ ( 1.9 ) State 1.8 1.9 3.6 Foreign 0.2 0.5 0.1 Total current 5.4 1.9 1.8 Deferred: Federal ( 51.8 ) ( 25.8 ) ( 33.7 ) State ( 5.2 ) ( 4.8 ) 5.1 Foreign 0.1 ( 2.9 ) 0.1 Change in valuation allowance 52.6 3.0 ( 3.2 ) Total deferred ( 4.3 ) ( 30.5 ) ( 31.7 ) Total income tax expense (benefit) $ 1.1 $ ( 28.6 ) $ ( 29.9 ) 96 Table of Contents Loss before income taxes consists of the following: Years Ended December 31, (in millions) 2023 2022 2021 United States $ ( 263.2 ) $ ( 141.3 ) $ ( 53.8 ) Foreign 1.0 0.7 ( 3.3 ) Total $ ( 262.2 ) $ ( 140.6 ) $ ( 57.1 ) 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, (in millions) 2023 2022 2021 Federal income tax expense at the statutory rate $ ( 54.9 ) 21.0 % $ ( 29.5 ) 21.0 % $ ( 12.0 ) 21.0 % State income taxes, net of federal benefit ( 4.1 ) 1.6 % ( 3.3 ) 2.3 % ( 1.8 ) 3.2 % Research and development credits ( 1.6 ) 0.6 % ( 3.5 ) 2.5 % 2.5 ( 4.4 ) % Uncertain tax positions 3.7 ( 1.4 ) % 0.6 ( 0.4 ) % ( 3.0 ) 5.3 % Incentive stock option and employee stock purchase plan expense 1.2 ( 0.5 ) % 2.5 ( 1.8 ) % 0.7 ( 1.2 ) % Foreign rate differential ( 0.4 ) 0.2 % — — % 0.5 ( 0.9 ) % Change in valuation allowance 52.6 ( 20.1 ) % 2.6 ( 1.8 ) % ( 3.2 ) 5.6 % CARES Act — — % — — % 2.7 ( 4.7 ) % Non-deductible meals and entertainment — — % — — % 0.1 ( 0.2 ) % Non-deductible officer compensation 3.0 ( 1.1 ) % 3.5 ( 2.5 ) % 3.3 ( 5.8 ) % Non-deductible legal settlement — — % — — % 2.5 ( 4.5 ) % Acquisitions, dispositions, and contingent consideration 0.1 — % ( 0.1 ) 0.1 % ( 23.0 ) 40.3 % Other, net 1.5 ( 0.7 ) % ( 1.4 ) 0.9 % 0.8 ( 1.4 ) % 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: December 31, (in millions) 2023 2022 Deferred tax assets: Net operating loss carryforwards $ 77.1 $ 66.6 Stock compensation expense 5.0 3.6 Research and development credits 20.8 19.9 Lease liability 28.0 35.2 Section 174 capitalized costs 38.4 21.2 Accrued expenses and liabilities 22.5 10.8 Other, net 3.2 3.6 Total gross deferred tax assets 195.0 160.9 Less valuation allowance ( 95.0 ) ( 42.4 ) Total deferred tax assets 100.0 118.5 Deferred tax liabilities: Intangible assets 84.2 93.8 Lease right-of-use assets 15.5 25.4 Property, plant and equipment 1.9 2.8 Total deferred tax liabilities 101.6 122.0 Net deferred tax liability $ ( 1.6 ) $ ( 3.5 ) 97 Table of Contents 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-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. If the requirement is not modified, the Company may be required to utilize some of its federal and state tax attributes and there may be increases to state cash taxes or tax expense. The Company has incurred a cumulative three-year loss. 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. Certain carryforwards are subject to the limitations of Section 382 and 383 of the Internal Revenue Code as indicated (in millions): Carryforwards Amount Subject to sections 382, 383 Expires beginning in year Through Federal net operating loss $ 38.5 Yes 2033 Indefinite Federal capital loss 13.8 No 2026 2028 Utah net operating loss 0.8 No 2024 Indefinite California net operating loss 4.4 Yes 2029 2043 Other state net operating loss 8.6 Yes Various Various Foreign net operating losses (various jurisdictions) 10.8 No Various Various Federal research credit 10.5 Yes 2027 2043 Utah research credit 5.4 No 2024 2037 California research credit 4.8 No Indefinite Indefinite Due to the cumulative losses that have been incurred to date in foreign operations, the changes of the Tax Cuts and Jobs Act and the election to treat its foreign subsidiaries as disregarded entities, no deferred taxes related to the Company’s foreign operations have been recorded. For those foreign entities for which an election has been made to be treated as disregarded for U.S. tax purposes, the appropriate U.S. jurisdiction deferred tax assets and liabilities have been recorded. The Company provides for uncertain tax positions when such tax positions do not meet the recognition thresholds or measurement criteria as set forth in ASC 740. 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, 2023, 2022, and 2021 and the changes in those balances are as follows: Years Ended December 31, (in millions) 2023 2022 2021 Unrecognized tax benefits at the beginning of period $ 43.9 $ 32.1 $ 37.6 Gross increases - current year tax positions 0.8 12.9 1.4 Gross increases - prior year tax positions 3.6 1.6 1.1 Gross decreases - prior year tax positions ( 0.2 ) ( 2.0 ) ( 2.8 ) Gross decreases - settlements — ( 0.7 ) ( 5.1 ) Gross decreases - statute lapse — — ( 0.1 ) Unrecognized tax benefits at end of year $ 48.1 $ 43.9 $ 32.1 Interest and penalties in year-end balance $ 6.4 $ 4.1 $ 3.3 98 Table of Contents 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 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. 12. COMMITMENTS AND CONTINGENCIES The Company is involved from time to time in various disputes, claims and legal actions, including class actions and other litigation, including the matters described below, arising in the ordinary course of business. Such actions may include allegations of negligence, product or professional liability or other legal claims, and could involve claims for substantial compensatory and punitive damages or claims for indeterminate amounts of damages. The Company is also involved, from time to time, in investigations by governmental agencies regarding its business which may result in adverse judgments, settlements, fines, penalties, injunctions or other relief. In addition, certain federal and state statutes, including the qui tam provisions of the federal False Claims Act, allow private individuals to bring lawsuits against healthcare companies on behalf of the government or private payors. The Company has received subpoenas from time to time related to billing or other practices based on the False Claims Act or other federal and state statutes, regulations or other laws. The Company intends to defend its current litigation matters but cannot provide any assurance as to the ultimate outcome or that an adverse resolution would not have a material adverse effect on its financial condition, results of operations or cash flows. The Company assesses legal contingencies to determine the degree of probability and range of possible loss for potential accrual in its financial statements. When evaluating legal contingencies, the Company may be unable to provide a meaningful estimate due to a number of factors, including the proceedings may be in early stages, there may be uncertainty as to the outcome of pending appeals or motions, there may be significant factual issues to be resolved, and there may be complex or novel legal theories to be presented. In addition, damages may not be specified or the damage amounts claimed may be unsupported, exaggerated or unrelated to possible outcomes, and therefore, such amounts are not a reliable indicator of potential liability. As of 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. Further, in the event that damages from an unfavorable resolution of one or more of these proceedings exceed the aggregate amount of the coverage limits of the Company’s insurance, or if the Company’s insurance carriers disclaim coverage, the amounts payable by the Company could also have a material adverse impact on the Company’s results of operations, financial condition or cash flows. 99 Table of Contents Securities Class Action On September 27, 2019, a class action complaint was filed in the U.S. District Court for the District of Utah, against the Company, its former President and Chief Executive Officer, Mark C. Capone, and its Chief Financial Officer, R. Bryan Riggsbee (Defendants). On February 21, 2020, the plaintiff filed an amended class action complaint, which added the Company's former Executive Vice President of Clinical Development, Bryan M. Dechairo, as an additional Defendant. This action, captioned In re Myriad Genetics, Inc. Securities Litigation (No. 2:19-cv-00707-DBB), is premised upon allegations that the Defendants made false and misleading statements regarding the Company's business, operations, and acquisitions. The lead plaintiff 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. District Court for the District of Utah denied the Company's motion to dismiss. On December 1, 2021, the U.S. District Court for the District of Utah granted plaintiff's motion for class certification. On August 3, 2023, the Company entered into a stipulation and agreement of settlement 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 On August 9, 2021, a stockholder derivative complaint was filed in the Delaware Court of Chancery against the Company's former President and Chief Executive Officer, Mark C. Capone, its Chief Financial Officer, R. Bryan Riggsbee, its former Executive Vice President of Clinical Development, Bryan M. Dechairo, and certain of the Company's current and former directors, Lawrence C. Best, Walter Gilbert, John T. Henderson, Heiner Dreismann, Dennis Langer, Lee N. Newcomer, S. Louise Phanstiel, and Colleen F. Reitan (collectively, the Individual Defendants), and the Company, as nominal defendant. The complaint is premised upon similar allegations as set forth in the securities class action, including that the Individual Defendants made false and misleading statements regarding the Company's business and operations. The plaintiff, Donna Hickock, asserts breach of fiduciary duty and unjust enrichment claims against the Individual Defendants and seeks, on behalf of the Company, damages allegedly sustained by the Company as a result of the alleged breaches, or disgorgement or restitution, from each of the Individual Defendants, plus interest. Plaintiff Hickock also seeks legal and other costs and fees relating to this action. On November 19, 2021, this action was stayed by the Delaware Court of Chancery pending the resolution of the securities class action lawsuit. On January 18, 2022, a stockholder derivative complaint was filed in the Delaware Court of Chancery against the Individual Defendants, and the Company, as nominal defendant. The action is premised upon similar allegations as set forth in the securities class action and the Hickock stockholder derivative action. The plaintiff, Esther Kogus, asserts that the Individual Defendants breached their fiduciary duties and also asserts unjust enrichment and aiding and abetting breaches of fiduciary duty claims against the Individual Defendants. Plaintiff Kogus seeks, on behalf of the Company, damages allegedly sustained by the Company as a result of the alleged breaches and claims, and restitution from the Individual Defendants. On behalf of herself, plaintiff Kogus seeks legal and other costs and fees relating to this action. On March 3, 2022, the Delaware Court of Chancery consolidated the Hickock and Kogus derivative actions and stayed the consolidated action. This consolidated action currently remains stayed. On September 17, 2021, a stockholder derivative complaint was filed in the U.S. District Court in the District of Delaware against the Individual Defendants, and the Company, as nominal defendant. The action is premised upon similar allegations as set forth in the securities class action and Hickock stockholder derivative action. The plaintiff, Karen Marcey, asserts that the Individual Defendants violated U.S. securities laws and breached their fiduciary duties, and also asserts unjust enrichment, waste of corporate assets and insider trading claims against all or some of the Individual Defendants. Plaintiff Marcey seeks, on behalf of the Company, damages allegedly sustained by the Company as a result of the alleged violations and restitution from the Individual Defendants, plus interest and, on behalf of herself, legal and other costs and fees relating to this action. On January 4, 2022, this action was stayed by the U.S. District Court for the District of Delaware pending the resolution of the securities class action lawsuit. This action currently remains stayed. 100 Table of Contents Other Legal Proceedings On December 21, 2020, Ravgen, Inc. ("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 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. Patent and Trademark Office, which challenges have been instituted for review. On March 14, 2022, the case was stayed pending the outcome of the first of these validity challenges. On February 13, 2023, the court lifted the stay and litigation of the case 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 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. On May 2, 2022, the plaintiff amended her complaint. On June 2, 2022, the Company filed a motion to dismiss the amended complaint. On July 26, 2022, the court granted and denied in part the Company's motion to dismiss the amended complaint. As part of the court's order, plaintiff was granted leave to file a second amended complaint. The plaintiff filed a second amended complaint on August 16, 2022. On September 6, 2022, the Company filed a motion to dismiss the second amended complaint. On November 9, 2022, the Court granted and denied in part the Company's motion to dismiss the second amended complaint. 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. 101 Table of Contents 13. LEASES 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. Certain of these leases also include renewal options, which allows the Company to, at its election, renew or extend the lease for a fixed period of time. 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. 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 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. The variable rent expense is comprised primarily of the Company's proportionate share of operating expenses, property taxes, and insurance and is classified as lease expense due to the Company's election to not separate lease and non-lease components. 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. 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. The Company's finance leases are immaterial. 102 Table of Contents As of December 31, 2023, the maturities of the Company’s operating lease liabilities were as follows (in millions): Year Ended: 2024 $ 22.5 2025 17.9 2026 11.6 2027 11.7 2028 11.8 Thereafter 85.7 Total future lease payments 161.2 Less: amounts representing interest ( 47.6 ) Present value of future lease payments 113.6 Less: current maturities of operating lease liabilities ( 16.2 ) Noncurrent operating lease liabilities $ 97.4 As of December 31, 2023, the weighted average remaining lease term is 9.4 years and the weighted average discount rate used to determine the operating lease liability was 6.34 %. As the implicit rate in the Company's leases is generally unknown, the Company uses its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of future lease payments. When calculating the Company’s incremental borrowing rates, the Company gives consideration to its credit risk, term of the lease, total lease payments and adjusts for the impacts of collateral, as necessary. The lease term used may reflect any option to extend or terminate the lease when it is reasonably certain the Company will exercise such options. Lease expenses for the Company's operating leases are recognized on a straight-line basis over the lease term. 14. EMPLOYEE DEFERRED SAVINGS PLAN The Company has a deferred savings plan which qualifies under Section 401(k) of the Internal Revenue Code. Substantially all of the Company’s U.S. employees are covered by the plan. The Company makes matching contributions of 50 % of each employee’s contribution with the employer’s contribution not to exceed 4 % of the employee’s compensation. The Company’s recorded contributions to the plan are as follows: Years Ended December 31, (in millions) 2023 2022 2021 Deferred savings plan contributions $ 10.0 $ 9.0 $ 8.4 15. SEGMENT AND RELATED INFORMATION The Company’s business is aligned with how the chief operating decision maker ("CODM") reviews performance and makes decisions in managing the Company. 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. 103 Table of Contents The following table reconciles assets by geographical region to total assets: December 31, (in millions) 2023 2022 Net equipment, leasehold improvements and property: United States $ 117.7 $ 81.9 Rest of world 1.3 1.5 Total $ 119.0 $ 83.4 Total assets: United States $ 961.6 $ 983.4 Rest of world 44.0 45.6 Total $ 1,005.6 $ 1,029.0 Cash, cash equivalents, and marketable investment securities 140.9 169.7 Total $ 1,146.5 $ 1,198.7 16. BUSINESS ACQUISITION On November 1, 2022, the Company acquired all of the membership interests of Gateway, a San Diego-based personal genomics company and developer of consumer genetic tests that give families insight into their future children. The acquisition date fair value of the consideration transferred was $ 68.7 million. The following table summarizes the estimated fair value of identified assets acquired and liabilities assumed at the date of acquisition. (in thousands) Estimated fair value Identifiable assets acquired Current assets $ 1,053 Inventory 1,900 Intangible assets Developed technology 10,100 Trademarks 6,100 Customer relationships 1,600 Total intangible assets 17,800 Other non-current assets 161 Total identifiable assets acquired 20,914 Liabilities assumed Accounts payable ( 246 ) Accrued liabilities ( 693 ) Total liabilities assumed ( 939 ) Net identifiable assets acquired 19,975 Goodwill 48,723 Total fair value of Purchase Price $ 68,698 104 Table of Contents Pro Forma Information (Unaudited) The unaudited pro forma results presented below include the effects of Gateway acquisition as if it had been consummated as of January 1, 2021, with adjustments to give effect to pro forma events that are directly attributable to the acquisition, which includes adjustments related to the amortization of acquired intangible assets, interest income and expense, and depreciation. The unaudited pro forma results do not reflect any operating efficiency or potential cost savings that may result from the consolidation of Gateway with the Company. Accordingly, these unaudited pro forma results are presented for informational purposes only and are not necessarily indicative of what the actual results of operation of the combined company would have been if the acquisition had occurred at the beginning of the period presented, nor are they indicative of future results of operations and are not necessarily indicative of results that might have been achieved had the acquisition been consummated as of January 1, 2021. The Company did not have any material, nonrecurring pro forma adjustments directly attributable to the business acquisition included in the reported pro forma earnings. Years Ended December 31, (in thousands) 2022 2021 Revenue $ 695,632 $ 709,132 Net loss ( 112,185 ) ( 28,686 ) 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. 17. DIVESTITURES On May 28, 2021, the Company completed the sale of the Myriad myPath, LLC laboratory to Castle Biosciences, Inc. for cash consideration of $ 32.5 million. The transaction was accounted for as a sale of assets and the Company recognized a gain of $ 31.2 million, net of transaction costs of $ 1.3 million, in Other income (expense) in the Consolidated Statements of Operations. On July 1, 2021, the Company completed the sale of Myriad RBM, Inc., then a wholly owned subsidiary of the Company, to IQVIA RDS, Inc., for cash consideration of $ 197.0 million. The transaction was accounted for as a sale of a business and the Company recognized a gain of $ 121.0 million, net of transaction costs of $ 4.8 million, in Other income (expense) in the Consolidated Statements of Operations. On September 13, 2021, the Company completed the sale of select operating assets and intellectual property, including the Vectra test, from the Myriad Autoimmune business unit to Laboratory Corporation of America Holdings for cash consideration of $ 150.0 million. The transaction was accounted for as a sale of a business and the Company recognized a loss of $ 0.6 million, net of transaction costs of $ 4.4 million, in Other income (expense) in the Consolidated Statements of Operations. The operating results of these businesses do not qualify for reporting as discontinued operations. Inventory In connection with the divestiture transactions, the Company recognized losses of $ 5.2 million and $ 6.5 million for a non-cancelable inventory purchase commitment and inventory, respectively, during the year ended December 31, 2021, as t he Company no longer had use for the goods. Both of these losses are included in Other income (expense) in the Consolidated Statements of Operations for the year ended December, 2021. 105 Table of Contents The following table details the amounts recognized in Other income (expense) for the year ended December 31, 2021: (in millions) Year Ended December 31, 2021 Gain on sale of Myriad RBM, Inc. $ 121.0 Gain on sale of the Myriad myPath, LLC laboratory 31.2 Loss on inventory ( 11.7 ) Loss on sale of Myriad Autoimmune assets ( 0.6 ) Other ( 0.6 ) Total other income (expense) $ 139.3 18. SUPPLEMENTAL CASH FLOW INFORMATION The Company's supplemental cash flow information for the respective periods are as follows: Years Ended December 31, (in millions) 2023 2022 2021 Cash paid for income taxes $ 1.9 $ 1.8 $ 4.6 Cash paid for interest 1.4 — 4.4 Cash received for income tax receivables — — 90.0 Non-cash investing and financing activities: Change in operating lease right-of-use assets and lease liabilities Operating lease right-of-use assets $ ( 31.0 ) $ 46.9 $ 41.8 Operating lease liabilities 36.7 ( 46.9 ) ( 48.1 ) Tenant improvement allowance not yet received — 22.9 — Purchases of property, plant and equipment and capitalization of internal-use software in accounts payable and accrued liabilities 6.9 10.0 — 19. 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. 106 Table of Contents Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE Not applicable.