What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-05-07 compared with 2024-11-08 · 115 added, 339 removed, 319 unchanged (59% of the section changed)

4 unchanged sentences

(in millions)

September 30,

2025 December 31,

1 unchanged sentence

Cash and cash equivalents $ 91.8 $ 102.4

Marketable investment securities — 8.8

Trade accounts receivable 120.4 121.2

22 unchanged sentences

Stockholders’ equity:

Common stock, 91.0 and 89.9 shares outstanding at September 30, 2024 and December 31, 2023, respectively

Common stock, 92.2 and 91.3 shares outstanding at March 31, 2025 and December 31, 2024, respectively

Additional paid-in capital 1,461.5 1,457.8

10 unchanged sentences

Three months ended

September 30, Nine months ended

September 30,

$ 195.9 $ 202.2

Testing revenue $ 213.3 $ 191.9 $ 627.0 $ 556.6

Cost of revenue

Costs and expenses:

Cost of testing revenue 63.5 57.6 192.5 174.6

Research and development expense 27.5 24.9

Selling, general, and administrative expense 139.1 136.1 424.0 428.5

Legal settlements

— 34.3 — 111.8

Goodwill and long-lived asset impairment charges

Total costs and expenses 233.3 252.0 711.5 782.6

Sales and marketing expense 69.2 69.4

General and administrative expense 66.5 71.2

Total operating expenses

Operating loss ( 29.0 ) ( 27.9 )

4 unchanged sentences

Total other income (expense), net

( 1.2 ) ( 1.1 ) 0.1 ( 3.9 )

Loss before income tax ( 29.4 ) ( 25.9 )

Income tax expense

0.9 0.1 0.4 2.2

Income tax (benefit) expense ( 29.3 ) 0.1

Net loss $ ( 0.1 ) $ ( 26.0 )

1 unchanged sentence

Basic and Diluted

$ — $ ( 0.29 )

Weighted average shares outstanding:

3 unchanged sentences

AND SUBSIDIARIES

Condensed Consolidated Statements of Comprehensive Loss (unaudited)

Condensed Consolidated Statements of Comprehensive Income (Loss) (unaudited)

(in millions)

Three months ended

September 30, Nine months ended

September 30,

2024 2023 2024 2023

Net loss $ ( 0.1 ) $ ( 26.0 )

1 unchanged sentence

Change in foreign currency translation adjustment, net of tax 0.2 ( 1.3 )

Reclassification adjustments for losses included in net loss, net of tax — 0.1 — 1.5

Reclassification of cumulative translation adjustment to income upon sale or liquidation of certain foreign entities, net of tax — 0.7

Comprehensive income (loss)

$ 0.1 $ ( 26.5 )

Comprehensive loss $ ( 18.2 ) $ ( 61.1 ) $ ( 81.1 ) $ ( 227.0 )

See accompanying notes to Condensed Consolidated Financial Statements.

12 unchanged sentences

Stock-based compensation expense — 12.0 — — 12.0

— 7.5 — — 7.5

Net loss — — — ( 26.0 ) ( 26.0 )

Other comprehensive income, net of tax — — 1.5 — 1.5

BALANCES AT MARCH 31, 2023 $ 0.8 $ 1,262.7 $ ( 7.4 ) $ ( 420.9 ) $ 835.2

Issuance of common stock under stock-based compensation plans, net of shares exchanged for withholding tax — 2.9 — — 2.9

Stock-based compensation expense — 11.2 — — 11.2

Net loss — — — ( 116.1 ) ( 116.1 )

Other comprehensive income, net of tax — — 2.0 — 2.0

BALANCES AT JUNE 30, 2023 $ 0.8 $ 1,276.8 $ ( 5.4 ) $ ( 537.0 ) $ 735.2

Issuance of common stock under stock-based compensation plans, net of shares exchanged for withholding tax — ( 2.2 ) — — ( 2.2 )

Stock-based compensation expense — 11.6 — — 11.6

Net loss — — — ( 61.3 ) ( 61.3 )

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

BALANCES AT SEPTEMBER 30, 2023 $ 0.8 $ 1,286.2 $ ( 5.3 ) $ ( 598.3 ) $ 683.4

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

Issuance of common stock under stock-based compensation plans, net of shares exchanged for withholding tax — ( 8.7 ) — — ( 8.7 )

Stock-based compensation expense — 12.0 — — 12.0

Net loss — — — ( 26.0 ) ( 26.0 )

Other comprehensive loss, net of tax

1 unchanged sentence

BALANCES AT MARCH 31, 2024 $ 0.9 $ 1,418.8 $ ( 4.2 ) $ ( 655.5 ) $ 760.0

Issuance of common stock under stock-based compensation plans, net of shares exchanged for withholding tax — 2.5 — — 2.5

Stock-based compensation expense — 14.5 — — 14.5

Net loss — — — ( 36.7 ) ( 36.7 )

Other comprehensive income, net of tax — — 0.2 — 0.2

BALANCES AT JUNE 30, 2024 $ 0.9 $ 1,435.8 $ ( 4.0 ) $ ( 692.2 ) $ 740.5

BALANCES AT DECEMBER 31, 2024 $ 0.9 $ 1,457.8 $ ( 0.8 ) $ ( 756.8 ) $ 701.1

Issuance of common stock under stock-based compensation plans, net of shares exchanged for withholding tax — ( 5.8 ) — — ( 5.8 )

2 unchanged sentences

Other comprehensive income, net of tax — — 0.2 — 0.2

— — 3.9 — 3.9

BALANCES AT SEPTEMBER 30, 2024 $ 0.9 $ 1,445.2 $ ( 0.1 ) $ ( 714.3 ) $ 731.7

BALANCES AT MARCH 31, 2025 $ 0.9 $ 1,461.5 $ ( 0.6 ) $ ( 756.9 ) $ 704.9

See accompanying notes to Condensed Consolidated Financial Statements.

3 unchanged sentences

(in millions)

Nine months ended

September 30,

Three months ended

CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss $ ( 84.8 ) $ ( 232.1 )

$ ( 0.1 ) $ ( 26.0 )

Adjustments to reconcile net loss to net cash used in operating activities:

2 unchanged sentences

Stock-based compensation expense

Deferred income taxes ( 3.0 ) ( 1.7 )

Unrecognized tax benefits ( 31.3 ) 0.6

Bad debt expense ( 0.8 ) —

Net realized losses on marketable investment securities — 1.5

Impairment of goodwill and long-lived assets 13.6 —

Gain on termination of lease — ( 3.1 )

7 unchanged sentences

Other assets 0.5 0.2

Tenant improvement allowance received — 16.3

Accounts payable — 6.1

3 unchanged sentences

Capital expenditures ( 5.3 ) ( 6.7 )

Capitalization of internal-use software costs ( 8.4 ) ( 6.6 )

Proceeds from the sale of business, net cash sold

Capitalization of intangible assets

( 3.0 ) ( 1.9 )

Proceeds from maturities and sales of marketable investment securities — 1.5

Net cash provided by (used in) investing activities

Net cash used in investing activities ( 8.3 ) ( 7.1 )

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from common stock issued under stock-based compensation plans 3.0 —

Payment of tax withheld for common stock issued under stock-based compensation plans ( 5.8 ) ( 8.7 )

1 unchanged sentence

Repayment of revolving credit facility ( 20.5 ) ( 60.0 )

Fees associated with issuance and refinancing of revolving credit facility — ( 1.6 )

Payment on finance leases ( 0.1 ) ( 0.1 )

1 unchanged sentence

Effect of foreign exchange rates on cash, cash equivalents, and restricted cash 0.1 ( 0.8 )

Net (decrease) increase in cash, cash equivalents, and restricted cash

( 31.1 ) 18.6

Net decrease in cash, cash equivalents, and restricted cash ( 10.9 ) ( 35.3 )

Cash, cash equivalents, and restricted cash at beginning of the period 111.9 140.9

4 unchanged sentences

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 develops and offers tests that help assess the risk of developing disease or disease progression and guide treatment decisions across medical specialties where genetic insights can significantly improve patient care and lower health care costs.

(together with its subsidiaries, the “Company” or “Myriad”) is a leading molecular diagnostic testing and precision medicine company dedicated to advancing health and well-being for all.

Myriad develops and offers molecular tests that help assess the risk of developing disease or disease progression and guide treatment decisions across medical specialties where molecular insights can significantly improve patient care and lower health care costs.

Myriad provides insights that help people take control of their health and enable healthcare providers to better detect, treat, and prevent disease.

The Company currently operates as a single reporting segment.

The Company’s principal executive office is located in Salt Lake City, Utah.

7 unchanged sentences

The quarter ending December 31 is typically stronger due to increased demand as patients meet their deductibles throughout the year.

Seasonal patterns were disrupted in recent years as a result of the COVID pandemic and certain other factors, but the Company believes it has experienced the impacts of seasonality in the third quarter 2024.

Additionally, operating results for the three and nine months ended September 30, 2024 may not necessarily be indicative of results to be expected for any other interim period or for the full year.

Additionally, operating results for the three months ended March 31, 2025 may not necessarily be indicative of results to be expected for any other quarterly period or for the full year.

Recent Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board ("FASB") issued accounting standards update ("ASU") 2023-07, S egment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures , 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 beginning after December 15, 2024.

Early adoption is permitted.

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

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

In December 2023, the Financial Accounting Standards Board ("FASB") issued accounting standards update ("ASU") 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures , which requires enhanced income tax disclosures, including disaggregation of information on the rate reconciliation table and disaggregated information related to income taxes paid.

1 unchanged sentence

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

In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses , requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis.

ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted.

The Company is currently evaluating the impact of adopting ASU 2024-03.

Reclassifications

Certain prior period amounts have been reclassified to conform with the current period presentation.

The reclassifications have no impact on the Company's total assets, total liabilities, stockholders' equity, or cash flows from operations.

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, Precise Tumor, and EndoPredict), Prenatal (Foresight, Prequel, and SneakPeek), and Pharmacogenomics (GeneSight).

The reclassifications have no impact on the Company's total assets, total liabilities, stockholders' equity, net loss, or cash flows from operations.

The Company primarily generates revenue by performing molecular diagnostic testing.

Revenue is recorded at the estimated transaction price.

The Company has determined that the communication of test results indicates transfer of control for revenue recognition purposes.

Control is transferred, and revenue is recognized, once test results are released to the healthcare provider and/or patient.

The following table presents detail regarding the composition of the Company’s total revenue by product type and by geographical region, either U.S.

or rest of world (“RoW”):

Three months ended September 30,

(in millions) U.S.

RoW Total U.S.

Testing revenues:

Hereditary Cancer $ 78.4 $ 12.1 $ 90.5 $ 75.1 $ 11.4 $ 86.5

Tumor Profiling 26.5 5.1 31.6 22.0 8.2 30.2

Prenatal 43.4 0.1 43.5 39.4 0.1 39.5

Pharmacogenomics 47.7 — 47.7 35.7 — 35.7

Total revenue $ 196.0 $ 17.3 $ 213.3 $ 172.2 $ 19.7 $ 191.9

Nine months ended September 30,

Three months ended March 31,

(in millions) U.S.

RoW Total U.S.

Testing revenues:

Hereditary Cancer $ 75.4 $ 10.9 $ 86.3 $ 76.3 $ 11.8 $ 88.1

3 unchanged sentences

Total revenue $ 181.6 $ 14.3 $ 195.9 $ 183.2 $ 19.0 $ 202.2

Under Accounting Standards Codification ("ASC") 606:

Revenue from Contracts with Customers , an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.

The Company performs its obligation under a contract with a customer by processing tests and communicating the test results to customers in exchange for consideration from the customer.

The Company has the right to bill its customers upon the completion of performance obligations and thus does not record contract assets.

Occasionally, customers make payments prior to the Company’s performance of its contractual obligations.

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

In accordance with ASC 606, the Company has elected not to disclose the aggregate amount of the transaction price allocated to remaining performance obligations for its contracts that are one year or less, as the revenue is expected to be recognized within the next year.

Furthermore, the Company has elected not to disclose the aggregate amount of the transaction price allocated to remaining performance obligations for its contracts 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 to be received.

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, among other factors, assumptions for changes in payor mix, payor collections, current customer contractual requirements, experience with collections from third-party payors, and changes in medical policies.

When assessing the total consideration for insurance carriers and patients, revenues are further constrained for estimated refunds.

The Company reserves certain amounts in Accrued liabilities in the Company’s Condensed Consolidated Balance Sheets in anticipation of requests for refunds of payments made previously by insurance carriers, which are accounted for as reductions in revenues in the Condensed Consolidated Statements of Operations and Comprehensive Income/Loss.

Cash collections for certain tests delivered may differ from rates estimated due to changes in the estimated transaction price for contractual adjustments, obtaining updated information from payors and patients that was unknown at the time the performance obligation was met, settlements with third-party payors, or as a result of third-party payors disputing our bills or denying payment for tests that we have performed, among other reasons.

When assessing the total consideration for insurance carriers and patients, revenue is further constrained for estimated refunds.

The Company reserves certain amounts in Accrued liabilities in the Condensed Consolidated Balance Sheets in anticipation of requests for refunds of payments made previously by insurance carriers, which are accounted for as reductions in revenue in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

Cash collections for certain tests delivered may differ from rates estimated due to changes in the estimated transaction price for contractual adjustments, obtaining updated information from payors and patients that was unknown at the time the performance obligation was met, settlements with third-party payors, or as a result of third-party payors disputing bills or denying payment for tests that the Company has performed, among other reasons.

As a result of this new information, the Company updates its estimate of the amounts to be recognized for previously delivered tests.

During the three and nine months ended September 30, 2024, the Company recognized $ 8.6 million and $ 17.3 million, respectively, which resulted in $ 0.09 and $ 0.19 impact to earnings per share, respectively, for testing in which the performance obligation was met in prior periods, primarily due to a changes in the estimated transaction price.

Additionally, during the nine months ended September 30, 2024, the Company recognized $ 3.0 million in revenue due to a retroactive coverage change by a payor for one of its prenatal products.

For the three and nine months ended September 30, 2023, the Company recognized $ 7.1 million and $ 6.2 million in revenue, respectively, which resulted in a $ 0.07 and $ 0.06 , respectively, impact to earnings per share for tests in which the performance obligation was met in prior periods, primarily driven by changes in the estimated transaction price.

The Company applies the practical expedient related to costs to obtain or fulfill a contract since the amortization period for such costs will be one year or less.

Accordingly, no costs incurred to obtain or fulfill a contract have been capitalized.

The Company also applies the practical expedient for not adjusting revenue recognized for the effects of the time value of money.

This practical expedient has been elected because the Company collects very little cash from customers under payment terms and the vast majority of payment terms have a payback period of less than one year.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable.

The Company limits its exposure to loss by placing its cash in financial institutions with high credit ratings.

The Company's cash may consist of deposits held with banks that may at times exceed federally insured limits of $250,000 per customer.

Substantially all of the Company’s accounts receivable are with companies in the healthcare industry, U.S.

and state governmental agencies, and individuals.

The Company does not believe that receivables due from U.S.

and state governmental agencies, such as Medicare, represent a credit risk since the related healthcare programs are funded by the U.S.

and state governments.

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

Revenues received from Medicare represented 11 % of total revenue for both of the three and nine months ended September 30, 2024 and 12 % of total revenue for both of the three and nine months ended September 30, 2023.

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 one payor that accounted for more than 10% of accounts receivable at September 30, 2024 and December 31, 2023.

The balance of accounts receivable from this one payor represented 19 % and 12 % of the total accounts receivable balance as of September 30, 2024 and December 31, 2023, respectively.

The Company does not require collateral from its customers.

MARKETABLE INVESTMENT SECURITIES

At September 30, 2024, the Company had no investment securities outstanding.

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 were as follows:

(in millions) Amortized

losses Estimated

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

The cost of a security sold, or amount reclassified out of Accumulated other comprehensive income or loss into Net loss, is determined based on the specific identification method.

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

During the three months ended March 31, 2025, the impact of the amounts to be recognized for tests in which the performance obligation was met in a prior period was not material to the Condensed Consolidated Statements of Operations.

During the quarter ended March 31, 2024, the Company recognized $ 7.0 million in revenue for tests in which the performance obligation was met in a prior period, including $ 3.0 million in revenue due to a retroactive coverage change by a payor for one of its prenatal products.

FAIR VALUE MEASUREMENTS

7 unchanged sentences

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.

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 September 30, 2024.

At September 30, 2024, the Company did not have any financial assets requiring fair value re-measurement.

The following table sets forth the fair value of the financial assets and liabilities that the Company re-measures on a regular basis as of December 31, 2023:

(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

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

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

(in millions) Carrying

Balance at December 31, 2023 $ 5.4

Change in fair value recognized in the Statements of Operations 0.5

Payment of contingent consideration

Translation adjustments recognized in Other comprehensive loss ( 0.1 )

Ending balance at September 30, 2024

For the Level 2 contingent consideration related to the acquisition of Gateway Genomics, LLC ("Gateway"), the Company reassesses the fair value of expected contingent consideration and the corresponding liability each reporting period using current financial or operating projections.

As of September 30, 2024, the Company has estimated a fair value of $ 0 related to the Gateway contingent consideration as the achievement of the contingent consideration targets is not considered probable.

The fair value of the Company’s long-term debt, which it considers a Level 2 measurement, is estimated using a discounted cash flow analysis 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 $ 59.7 million at March 31, 2025.

PROPERTY, PLANT, AND EQUIPMENT, NET

The property, plant and equipment at September 30, 2024 and December 31, 2023 were as follows:

(in millions) September 30,

The property, plant, and equipment at March 31, 2025 and December 31, 2024 were as follows:

(in millions) March 31,

2025 December 31,

4 unchanged sentences

Property, plant, and equipment, net

$ 114.0 $ 117.4

The Company recorded depreciation during the respective periods as follows:

Three months ended

September 30, Nine months ended

September 30,

(in millions) 2025 2024

Depreciation expense $ 5.1 $ 4.9

During the nine months ended September 30, 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 former corporate headquarters in Salt Lake City, Utah, and transition corporate support operations to its new facility in west Salt Lake City.

The Company formally assigned the previous corporate headquarters lease to a third party as of December 31, 2023.

See Note 15 for further discussion.

GOODWILL AND INTANGIBLE ASSETS

The changes in the carrying amount of goodwill for the nine months ended September 30, 2024 were as follows:

(in millions) Total

Beginning balance $ 287.4

Goodwill impairment

Translation adjustments ( 0.3 )

Ending balance $ 286.3

The Company recognized a goodwill impairment charge of $ 0.8 million during the nine months ended September 30, 2024 related to the goodwill allocated to the Myriad International reporting unit.

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

See Note 18 for further discussion.

As of September 30, 2024, goodwill for the Pharmacogenomics reporting unit (formerly referred to as Mental Health) was approximately $ 121.0 million, which represents approximately 42.3 % of total recorded goodwill.

On November 1, 2024, UnitedHealthcare updated its medical policy for pharmacogenetic testing to no longer provide coverage for certain multi-gene panel pharmacogenetic tests, including the Company's GeneSight test, under its commercial and individual exchange benefit plans, effective January 1, 2025.

The Company is still assessing the full impact of this policy change on its long-term forecasts;

however, goodwill recorded in connection with this reporting unit may be at risk of impairment.

The reporting unit was last quantitatively tested for goodwill impairment as of October 1, 2020, at which time the fair value of the reporting unit was in excess of the carrying value by 12 %.

As more information becomes available about the impact of the coverage decision by UnitedHealthcare, or if other adverse events occur, the Company may be required to record a goodwill impairment charge, which could have a material impact on the financial statements.

Business Updates and Item 1A.

Risk Factors for additional information.

As of March 31, 2025, there were no changes in the carrying amount of goodwill and no impairment losses were recognized during the period.

Intangible Assets

Intangible assets consist of amortizable assets of developed technologies, internal-use software, customer relationships, and trademarks, as well as in-process internal-use software that is not yet being amortized.

During the nine months ended September 30, 2024, the Company completed the sale of its EndoPredict business, including certain developed technologies with a net book value of approximately $ 13.1 million.

See Note 18 for further discussion about the sale of the EndoPredict business.

The following summarizes the amounts reported as intangible assets:

The following tables summarize the amounts reported as intangible assets:

(in millions) Gross

1 unchanged sentence

Amortization Net

At September 30, 2024

At March 31, 2025

Developed technologies $ 559.4 $ ( 335.5 ) $ 223.9

Internal-use software 2.8 ( 0.9 ) 1.9

Internal-use software (in-process) 18.8 — 18.8

Customer relationships 1.6 ( 0.4 ) 1.2

Trademarks 6.1 ( 1.5 ) 4.6

Licensed technologies

2.8 ( 0.1 ) 2.7

Internal-use software (in-process) 23.2 — 23.2

Total intangible assets

6 unchanged sentences

Internal-use software 1.8 ( 0.7 ) $ 1.1

0.8 ( 0.1 ) 0.7

Internal-use software (in-process)

Customer relationships 1.6 ( 0.3 ) 1.3

Trademarks 6.1 ( 1.3 ) 4.8

Internal-use software (in-process) 21.6 — $ 21.6

Total intangible assets $ 591.2 $ ( 328.8 ) $ 262.4

1 unchanged sentence

Three months ended

September 30, Nine months ended

September 30,

(in millions) 2025 2024

1 unchanged sentence

ACCRUED LIABILITIES

The Company's accrued liabilities at September 30, 2024 and December 31, 2023 were as follows:

(in millions) September 30,

The Company's accrued liabilities at March 31, 2025 and December 31, 2024 were as follows:

(in millions) March 31,

2025 December 31,

2 unchanged sentences

Refunds payable and reserves 18.9 19.9

Short-term contingent consideration — 3.1

Accrued royalties 6.0 6.5

Legal settlements

Lease termination accrual

Escrow Liability 7.5 7.5

Other accrued liabilities 27.7 22.6

5 unchanged sentences

The obligations of the Company are guaranteed by the Guarantors and the ABL Facility is secured by substantially all of the assets of the Company and the Guarantors.

The Company had long-term debt of $ 40.0 million under the ABL Facility at September 30, 2024 and December 31, 2023, net of $ 1.0 million and $ 1.5 million of debt issuance costs, respectively.

Proceeds from the ABL Facility were or will be used for the working capital needs and general corporate purposes of the Company and its subsidiaries.

The Company had long-term debt of $ 59.3 million and $ 39.6 million under the ABL Facility at March 31, 2025 and December 31, 2024, respectively, net of $ 0.7 million and $ 0.9 million of debt issuance costs, respectively.

Proceeds from the ABL Facility were or will be used for the working capital needs and general corporate purposes of the Company.

Availability under the ABL Facility is subject to a borrowing base, which is the lesser of (a) 85 % of the Company's and the Guarantors' 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.

2 unchanged sentences

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 weighted average interest rate for borrowings under the ABL Facility as of September 30, 2024 was 8.4 %.

The weighted average interest rate for borrowings under the ABL Facility as of March 31, 2025 was 7.4 %.

The interest rate for borrowings under the ABL Facility as of December 31, 2024 was 7.8 %.

The Company may elect to prepay all or any portion of the amounts owed prior to the maturity date without premium or penalty.

2 unchanged sentences

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 September 30, 2024, availability under the ABL Facility was $ 48.8 million.

Covenants under the ABL Facility limit or restrict the Company's ability to incur liens, incur indebtedness, dispose of assets, make investments, make certain restricted payments (including dividends), 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 a fixed charge coverage ratio of at least 1.0 to 1.0 if availability under the ABL Facility is less than the greater of (a) $ 10.6 million and (b) 12.5 % of the lesser of the maximum commitment amount and the borrowing base.

As of March 31, 2025, availability under the ABL Facility was $ 41.9 million.

For the three months ended March 31, 2025, the Company was compliant with all such financial covenants.

In addition, the ABL Facility includes a number of customary events of default.

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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.

OTHER LONG-TERM LIABILITIES

The Company's other long-term liabilities at September 30, 2024 and December 31, 2023 were as follows:

(in millions) September 30,

2024 December 31,

Contingent consideration $ — $ 2.3

Escrow liability 7.5 7.5

Legal settlements

Other 2.8 7.5

Total other long-term liabilities $ 34.3 $ 41.3

On October 23, 2023 (the "Effective Date"), the Company and Ravgen, Inc.

("Ravgen") entered into a settlement agreement pursuant to which the parties agreed to settle a pending lawsuit.

Subject to the terms of the settlement agreement, the Company agreed to pay Ravgen a 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.

Additionally, the Company agreed to pay Ravgen a minimum of $ 12.75 million in three installment payments of which $ 7.75 million is outstanding as of September 30, 2024.

The remaining payments will be made in two installments:

(1) $ 5.0 million on or before October 31, 2024 and (2) $ 2.75 million on or before October 31, 2025.

The Company has accrued $ 5.0 million in Accrued liabilities and $ 24.0 million in Other long-term liabilities for these payments in the Company's Condensed Consolidated Balance Sheet as of September 30, 2024.

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 September 30, 2024.

There were no shares of preferred stock outstanding at March 31, 2025.

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

There were 91.0 million shares of common stock issued and outstanding at September 30, 2024.

There were 92.2 million shares of common stock issued and outstanding at March 31, 2025.

Shares of common stock issued and outstanding

Nine months ended

September 30,

Three months ended

(in millions) 2025 2024

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Three months ended

September 30, Nine months ended

September 30,

(in millions) 2025 2024

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Three months ended

September 30, Nine months ended

September 30,

(in millions) 2025 2024

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

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

The 2017 Plan allows the Company, under the direction of the Compensation and Human Capital Committee (the "CHCC") of the Board of Directors of the Company, 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 September 30, 2024, the Company had 2.3 million shares of common stock available for grant under the 2017 Plan.

As of March 31, 2025, the Company had 0.9 million shares of common stock available for grant under the 2017 Plan.

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

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

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

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

RSUs granted to non-employee directors generally 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 nine months ended September 30, 2024 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, 2024 through December 31, 2026, and the revenue and adjusted earnings per share metrics will be measured based on fiscal year 2026 results.

The Company estimates the likelihood of achievement of performance conditions for all PSU awards at the end of each period.

To the extent those awards or portions thereof are considered probable of being achieved, such awards or portions thereof are expensed over the performance period.

The portion of the awards pertaining to relative total stockholder return represent market conditions and, accordingly, the estimated fair value of such awards is recognized over the performance period.

Stock Options

A summary of the stock option activity for the nine months ended September 30, 2024 is as follows:

A summary of the stock option activity for the three months ended March 31, 2025 is as follows:

(number of shares in millions) Number

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Options outstanding at December 31, 2024 0.7 $ 13.38

Options outstanding at September 30, 2024 0.7 $ 13.38

Options exercisable at September 30, 2024 0.5 $ 13.38

As of September 30, 2024, there was no unrecognized stock-based compensation expense.

There were no options granted during the nine months ended September 30, 2024.

Options outstanding at March 31, 2025 0.7 $ 13.38

Options exercisable at March 31, 2025 0.5 $ 13.38

As of March 31, 2025, there was no unrecognized stock-based compensation expense.

There were no options granted during the three months ended March 31, 2025.

Restricted Stock Units

A summary of the RSU awards activity under the Company’s equity plan and inducement awards, including PSU awards, for the nine months ended September 30, 2024 is as follows:

A summary of the RSU awards activity under the Company’s equity plan and inducement awards, including PSU awards, for the three months ended March 31, 2025 is as follows:

(number of shares in millions) Number

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RSUs canceled ( 0.3 ) $ 22.80

RSUs unvested and outstanding at September 30, 2024 5.2 $ 23.63

RSUs unvested and outstanding at March 31, 2025 5.1 $ 16.80

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 for issuance under the Amended and Restated 2012 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 on September 23, 2021 and the stockholders of the Company on June 2, 2022 (the "Amended and Restated 2012 Purchase Plan"), under which 4.0 million shares of common stock were authorized for issuance.

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 2024 started on December 1, 2023 and ended on May 31, 2024.

The second offering period of 2024 began on June 1, 2024 and will end on November 30, 2024.

As of September 30, 2024, 1.1 million shares of common stock were available for issuance under the Amended and Restated 2012 Purchase Plan.

Shares purchased under, and compensation expense associated with, the Amended and Restated 2012 Purchase Plan for the nine months ended September 30, 2024 and 2023 are as follows:

The first offering period of 2025 started on December 1, 2024 and will end on May 31, 2025.

The second offering period of 2025 will begin on June 1, 2025 and will end on November 30, 2025.

As of March 31, 2025, 0.9 million shares of common stock were available for issuance under the Amended and Restated 2012 Purchase Plan.

Shares purchased under, and compensation expense associated with, the Amended and Restated 2012 Purchase Plan for the three months ended March 31, 2025 and 2024 are as follows:

Three months ended

September 30, Nine months ended

September 30,

(in millions) 2025 2024

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Stock-Based Compensation Expense

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

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

Three months ended

September 30, Nine months ended

September 30,

(in millions) 2025 2024

Cost of testing revenue $ 0.3 $ 0.4 $ 1.0 $ 1.1

Cost of revenue $ 0.3 $ 0.3

Research and development expense 2.1 1.2

Selling, general, and administrative expense 10.5 10.0 33.5 26.3

Sales and marketing expense 1.5 1.9

General and administrative expense 5.6 8.6

Total stock-based compensation expense $ 9.5 $ 12.0

As of September 30, 2024, there was $ 81.7 million of total unrecognized stock-based compensation expense related to RSUs that is expected to be recognized over a weighted-average period of 2.2 years.

As of March 31, 2025, there was $ 64.0 million of total unrecognized stock-based compensation expense related to RSUs that is expected to be recognized over a weighted-average period of 2.1 years.

The Company recognizes forfeitures as they occur.

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Certain significant or unusual items are separately recognized in the quarter during which they occur and can be a source of variability in the effective tax rate from quarter to quarter.

For the three months ended September 30, 2024, there was $ 0.9 million in income tax expense, or approximately ( 4.2 )% of pre-tax loss, compared to $ 0.1 million income tax expense, or approximately ( 0.2 )% of pre-tax loss, for the three months ended September 30, 2023.

Income tax expense for the nine months ended September 30, 2024 was $ 0.4 million, or approximately ( 0.5 )% of pre-tax loss, compared to an income tax expense of $ 2.2 million, or approximately ( 1.0 )% of pre-tax loss, for the nine months ended September 30, 2023.

For the three and nine months ended September 30, 2024 and 2023, the Company’s effective tax rate differs from the U.S.

For the three months ended March 31, 2025, there was $ 29.3 million in income tax benefit, or approximately 99.7 % of pre-tax loss, compared to $ 0.1 million income tax expense, or approximately ( 0.4 )% of pre-tax loss, for the three months ended March 31, 2024.

For the three months ended March 31, 2025, the Company’s effective tax rate differs from the U.S.

federal statutory rate primarily due to the release of unrecognized tax benefits and the recognition of valuation allowances.

The unrecognized tax benefits released were primarily related to tax refund claims following the Coronavirus Aid, Relief, and Economic Security Act (referred to as the CARES Act) that allowed the carryback of losses related to tax years ended June 30, 2017 through June 30, 2020.

During the three months ended March 31, 2025, the Company was notified by the Joint Committee on Taxation that it had concluded its review of these tax refund claims.

The Company remeasured or released the unrecognized benefits resulting in a discrete tax benefit of $ 29.6 million.

For the three months ended March 31, 2024, the Company’s effective tax rate differs from the U.S.

federal statutory rate primarily due to the recognition of valuation allowances.

Due to the Company's cumulative loss and the exhaustion of future taxable income from the reversal of taxable temporary differences, the Company's estimated annual effective tax rate for the current year includes a valuation allowance against the majority of the current year increase in deferred tax assets.

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 fourteen years .

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

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

During 2024, the Company amended the lease for its west Salt Lake City facility to include approximately 63,000 square feet of additional laboratory space in anticipation of future operating needs.

The lease has a term of 12 years and ends coterminous with the rest of the lease.

The amendment is expected to commence in fiscal year 2026 with future rent payments totaling $ 18.2 million.

COMMITMENTS AND CONTINGENCIES

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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.

The Company assesses legal contingencies to determine the degree of probability and range of possible loss for potential accrual and disclosure 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 September 30, 2024, 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.

As of March 31, 2025, 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 Accounting Standards Codification 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.

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 former 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.

Louise Phanstiel, and Colleen F.

Reitan (collectively, the "Individual Defendants"), and the Company, as nominal defendant.

The complaint is premised upon similar allegations that were set forth in the securities class action lawsuit that was settled and then dismissed by the U.S.

District Court for the District of Utah in December 2023 (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.

On January 18, 2022, a stockholder derivative complaint was filed in the Delaware Court of Chancery against the Individual Defendants and the Company, as nominal defendant.

The action is premised upon similar allegations as set forth in the Securities Class Action and the Hickock stockholder derivative action.

The plaintiff, Esther Kogus, asserts that the Individual Defendants breached their fiduciary duties and also asserts unjust enrichment and aiding and abetting breaches of fiduciary duty claims against the Individual Defendants.

Plaintiff Kogus seeks, on behalf of the Company, damages allegedly sustained by the Company as a result of the alleged breaches and claims, and restitution from the Individual Defendants.

On behalf of herself, plaintiff Kogus seeks legal and other costs and fees relating to this action.

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

On April 19, 2024, the Court of Chancery ordered that Leo Shumacher be substituted for Ms.

Kogus as a plaintiff in this consolidated action.

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

District Court in the District of Delaware against the Individual Defendants and the Company, as nominal defendant.

The action is premised upon similar allegations as set forth in the Securities Class Action and Hickock stockholder derivative action.

The plaintiff, Karen Marcey, asserts that the Individual Defendants violated U.S.

securities laws and breached their fiduciary duties, and also asserts unjust enrichment, waste of corporate assets and insider trading claims against all or some of the Individual Defendants.

Plaintiff Marcey seeks, on behalf of the Company, damages allegedly sustained by the Company as a result of the alleged violations and restitution from the Individual Defendants, plus interest and, on behalf of herself, legal and other costs and fees relating to this action.

On January 4, 2022, this action was stayed by the U.S.

District Court for the District of Delaware pending the resolution of the Securities Class Action.

On April 30, 2024, the parties across all of the foregoing stockholder derivative actions entered into a global stipulation of settlement to resolve the actions (the "Settlement").

On May 3, 2024, the parties submitted the Settlement to the Delaware Court of Chancery for approval.

As part of the Settlement, (i) the Company agreed to adopt or implement certain corporate governance reforms;

and (ii) the parties agreed that plaintiffs' counsel will apply to the court for an award of attorneys' fees and expenses not to exceed $ 0.95 million to be paid by the Company, and that the Individual Defendants and the Company will not oppose or object to the requested fee award.

The Settlement contains no admission of liability, wrongdoing or responsibility by any of the parties.

On August 6, 2024, the Delaware Court of Chancery held a hearing to consider the Settlement.

The parties expect a ruling on or about November 26, 2024.

The Company has accrued $ 0.95 million for the settlement of the stockholder derivative actions, which is included in Accrued liabilities in the Company’s Condensed Consolidated Balance Sheet as of September 30, 2024.

Other Legal Proceedings

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.

Qui Tam Lawsuit

In June 2023, the Company received a civil investigative demand pursuant to the False Claims Act from the United States Department of Justice concerning whether the Company offered or paid remuneration to physicians at Carolina Urology Partners, PLLC, in exchange for referrals.

The Department of Justice subsequently requested additional documentation and information during its investigation.

The Company cooperated with the Department of Justice investigation, providing the documents and information requested.

On January 22, 2025, the U.S.

District Court for the Western District of North Carolina unsealed a qui tam complaint, filed on November 3, 2022, against Carolina Urology Partners, PLLC, and certain of its current or former physician partners, and the Company and certain of its former employees, alleging violations of the False Claims Act.

The government declined to intervene in the case.

The Company was not aware of the complaint until after it was unsealed.

On April 16, 2025, the Company was served with the complaint.

SEGMENT REPORTING AND RELATED INFORMATION

The Company has identified the President and Chief Executive Officer as the Chief Operating Decision Maker (the "CODM") .

The CODM regularly reviews consolidated financial information for the purposes of evaluating performance, allocating resources, setting incentive compensation targets, and planning and forecasting for future periods.

Accordingly, the Company has determined that it operates as a single operating segment.

The Company has identified consolidated net income (loss) as the measure of segment profitability.

The significant expenses and other segment expenses presented to the CODM are at the same level as presented in Consolidated Statement Operations in these financial statements.

SUPPLEMENTAL CASH FLOW INFORMATION

The Company's supplemental cash flow information for the nine months ended September 30, 2024 and 2023 are as follows:

Nine Months Ended September 30,

The Company's supplemental cash flow information for the three months ended March 31, 2025 and 2024 are as follows:

Three Months Ended March 31,

(in millions) 2025 2024

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Operating lease liabilities ( 1.2 ) ( 3.1 )

Non-cash adjustment to right-of-use assets and lease liabilities from lease modifications 3.1 —

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

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

September 30,

(in millions) 2025 2024

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Total cash, cash equivalents, and restricted cash $ 101.0 $ 105.6

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

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, during the nine months ended September 30, 2023, the Company took full possession of the remaining phases of the west Salt Lake City, Utah facility and recognized an additional $ 5.9 million right-of-use asset and corresponding lease liability, net of tenant improvement allowance not yet received.

Also during the nine months ended September 30, 2023, the Company decided to cease the use of its former corporate headquarters in Salt Lake City and transition corporate support operations to its new facility in west Salt Lake City, and as of December 31, 2023, the Company had formally assigned the lease for its previous corporate headquarters in Salt Lake City to a third party.

During the nine months ended September 30, 2024, the Company terminated the lease for one of its Salt Lake City, Utah facilities.

As a result of the termination, the short-term lease liability of $ 3.1 million associated with the lease was removed from the Company's Condensed Consolidated Balance Sheets.

The total net gain recognized in connection with the termination of the lease was $ 1.2 million, which is included in Selling, general, and administrative expense in the Condensed Consolidated Statements of Operations.

During the nine months ended September 30, 2024, the Company also amended the lease for its west Salt Lake City, Utah headquarters to include approximately 63,000 additional square feet in anticipation of future operating needs.

The lease has a term of 12 years, which is expected to commence in fiscal year 2026.

Total future rent payments for the additional space are approximately $ 18.2 million.

ACCUMULATED OTHER COMPREHENSIVE LOSS

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The foreign currenc y 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):

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

(in millions)

Ending balance December 31, 2024 $ 0.8

Period translation adjustments ( 0.2 )

Reclassification of cumulative translation adjustment to income upon sale or liquidation of certain foreign entities

Ending balance September 30, 2024

On February 1, 2024, the Company acquired from Intermountain Health select assets 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 for an immaterial amount (the "Precise acquisition").

In connection with the Precise acquisition, the Company recognized a gain of $ 2.2 million, which is included in Other income in the Company's Condensed Consolidated Statements of Operations.

On August 1, 2024, the Company completed the sale of its EndoPredict business to Eurobio Scientific ("Eurobio") for net cash consideration of $ 10.0 million, subject to customary closing adjustments, plus contingent consideration subject to certain earn-out conditions.

The transaction was accounted for as a sale of business.

The Company recognized a total net loss, including transaction expenses, of $ 12.4 million during the nine months ended September 30, 2024 in connection with this sale.

The loss is included in Goodwill and long-lived asset impairment charges on the Company’s Condensed Consolidated Statements of Operations.

The recognized loss included the release of $ 4.4 million of foreign currency translation adjustments previously included in Accumulated other comprehensive income (loss).

As part of the transaction, the Company licensed the rights from Eurobio to continue to sell EndoPredict as a laboratory developed test outside of the European Union and licensed to Eurobio the right to sell Prolaris in vitro diagnostic kits outside the U.S.

Ending balance March 31, 2025 $ 0.6

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

What changed 10-Q

Item 1. Financial Statements