- By FYH News Team
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The following discussion and analysis should be read in conjunction with the audited Consolidated Financial Statements and accompanying notes thereto included elsewhere in this Report. Unless otherwise noted, all of the financial information in this Report is consolidated financial information for the Company.
Overview
We discover and commercialize genetic tests that determine the risk of developing disease, assess the risk of disease progression, or guide treatment decisions across medical specialties where critical genetic insights can significantly improve patient care and lower health care costs. Our mission is to advance health and well-being for all, empower individuals with vital genetic insights and enable healthcare providers to better detect, treat and prevent disease. We are currently executing upon a strategic transformation plan that is focused on the following strategic priorities: (1) innovation that improves clinical outcomes, ease of use, and access; (2) enterprise capabilities to accelerate growth and scale to market opportunity; and (3) focus on execution and delivery of consistent results. In connection with these strategic priorities, we are focusing our efforts on our Oncology,Women's Health , and Mental Health products. We intend to develop and enhance best-in-class products to support growth, improve patient and provider experience, and reach more patients of all backgrounds. By investing in tech-enabled commercial tools, we believe we will be able to drive increased engagement, improve revenue cycle management, and reduce complexity and cost. We are committed to disciplined management of our initiatives to fulfill our mission and drive long-term growth and profitability. With a foundation of financial, commercial, operational and technological strength, we expect to accelerate growth as we launch a new enterprise commercial model, launch a unified ordering portal, invest in new sequencing technologies, further develop direct-to-consumer channels, and build commercial capabilities to support new products and offerings. Our consolidated revenues consist primarily of sales of molecular diagnostic tests through our wholly-owned subsidiaries. During the year endedDecember 31, 2021 , we reported total revenues of$690.6 million , net loss attributable toMyriad Genetics, Inc. stockholders of$27.2 million and basic and diluted loss per share of$0.35 . Industry and Competition Patients, healthcare providers, payors and health systems are looking to apply the power of genetic insights, molecular diagnostics and precision medicine to achieve improved clinical outcomes and lower cost. Key industry trends include:
•accelerating shifts in consumer engagement, early detection, home-based care
models, the rise of low-cost sequencing, telemedicine and virtual care;
•disruption in the way outpatient care is delivered in the midst of the COVID-19
pandemic, coupled with broadened awareness of the vital role of diagnostic
testing;
•expanding access to genetic insights, particularly among underserved
populations with increased focus on health equity, reducing disparities in
health care outcomes and ensuring increased access for challenged communities;
•broader, more innovative use of large data sets and analytics; and
•growth in personalized medicine and the interest in new partnership models to
advance companion diagnostics and serve patients with specific treatments based
on their own genetic makeup and biology.
These market trends create new opportunities to position us, and our products,
for growth and commercial success through enhanced customer service levels and a
stronger alignment of our value proposition with physicians and payors. Our
focus is on innovative science that improves health outcomes, access for all,
and ease of experience in the genetic testing process. We expect to use our
ability to innovate not only in research, development and technology, but also
in go-to-market approaches, commercial capabilities, and tech-enabled
applications so that we can adapt quickly to customer preferences and market
dynamics.
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Seasonality
We have historically experienced seasonality in our testing business. The quarter endedDecember 31st is generally strong as we typically experience an increase in volumes from patients who have met their annual insurance deductible. Conversely, in the quarter endedMarch 31st we typically experience a decrease in volumes due to the annual reset of patient deductibles. Additionally, the volume of testing is negatively impacted by the summer season, which is generally reflected in the quarter endedSeptember 30th . These seasonality patterns have generally continued during the COVID-19 pandemic, but due to the continued uncertainty surrounding the COVID-19 pandemic, we cannot predict if seasonality will follow the same pattern as in prior years.
Components of Consolidated Operations
Revenue
Molecular Diagnostic Testing. Our molecular diagnostic tests are designed to analyze genes and their expression levels to assess an individual's risk for developing disease later in life, determine a patient's likelihood of responding to a particular drug, or assess a patient's risk of disease progression. Provided with this valuable information, physicians may more effectively manage their patients' health care. Revenue is recognized when the communication of test results has occurred. Pharmaceutical and Clinical Service. OnJuly 1, 2021 , we divestedMyriad RBM, Inc. , which provided pharmaceutical and clinical services. As a result, we ceased providing pharmaceutical and clinical services as of that date. We also divested of other clinical operations inFebruary 2020 . ThroughMyriad RBM, Inc. , we provided biomarker discovery, pharmaceutical and clinical services to the pharmaceutical, biotechnology, and medical research industries utilizing our multiplexed immunoassay technology. Revenue for these services was recognized at the completion of the pharmaceutical and clinical services.
Costs and Expenses
Expenses. Personnel-related costs for each category of Costs and Expenses
includes salaries, bonuses, employee benefit costs, employer payroll taxes, and
stock-based compensation.
Cost of Molecular Diagnostic Testing. Cost of molecular diagnostic testing
consists primarily of costs related to lab supplies, personnel-related costs,
and overhead costs.
Cost of Pharmaceutical and Clinical Service. Cost of pharmaceutical and clinical
service consists primarily of costs related to lab supplies and
personnel-related costs.
Research and Development Expense. Research and development expenses consists primarily of personnel-related costs and lab supplies, which includes costs incurred in formulating, improving, validating and creating alternative or modified processes related to and expanding the use of our current molecular diagnostic test offerings and costs incurred for the discovery, development and validation of our pipeline of molecular diagnostic and companion diagnostic candidates.
Selling, General and Administrative Expense. Selling, general and administrative
expenses include costs associated with managing and growing our businesses.
Selling, general and administrative expenses consist primarily of salaries,
commissions, related personnel costs, and third-party costs for sales,
marketing, customer service, billing and collection, legal, finance and
accounting, information technology, and human resources.
Goodwill and long-lived asset impairment charges.Goodwill and long-lived asset impairment charges includes the impairment loss recognized on the Company's goodwill or long-lived assets, including impairments recognized on intangible assets and right-of-use lease assets. Other Income (Expense). Other income (expense) includes interest income earned on our cash and cash equivalents holdings in short-term interest-bearing accounts; interest expense associated with our debt and amortization of deferred financing costs and original issue discount costs; gains or losses on the sale of assets or businesses; and foreign currency gains and losses, realized gain or loss on marketable securities, and other nonrecurring income and expenses. 55
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Results of Operations
This section of Management's Discussion and Analysis generally discusses year-to-year comparisons between the year endedDecember 31, 2021 and the comparative year endedDecember 31, 2020 . Due to our change in fiscal year fromJune 30th to December 31st , effectiveJanuary 1, 2021 , the comparative year endedDecember 31, 2020 was unaudited. Discussions of comparisons between (1) the transition period for the six months endedDecember 31, 2020 and the comparative period of the six months endedDecember 31, 2019 and (2) the years endedJune 30, 2020 andJune 30, 2019 that are not included in this Annual Report on Form 10-K can be found in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Item 7 of Part II of our Transition Report on Form 10-K for the transition period endedDecember 31, 2020 , filed with theSEC onMarch 16, 2021 .
Years Ended
Revenue
Years Ended December 31, % of Total Revenue
(In millions) 2021 2020 Change 2021 2020
(unaudited)
Molecular diagnostic revenue:
Hereditary Cancer $ 316.3 $ 284.4 $ 31.9 46 % 51 %
Tumor Profiling 120.9 58.4 62.5 18 % 10 %
Prenatal 106.8 74.5 32.3 15 % 13 %
Pharmacogenomics 93.7 58.7 35.0 14 % 11 %
Autoimmune 28.2 35.7 (7.5) 4 % 6 %
Other 0.5 1.8 (1.3) - % - %
Total molecular diagnostic revenue 666.4 513.5 152.9
Pharmaceutical and clinical service revenue 24.2 43.6 (19.4) 4 % 8 %
Total revenue $ 690.6 $ 557.1 $ 133.5 100 % 100 %
Molecular diagnostic revenues for the year ended December 31, 2021 increased
$152.9 million compared to the same period in the prior year. Revenue for the
year ended December 31, 2020 was negatively impacted by the pandemic as patients
faced significant obstacles accessing healthcare professionals. Tumor Profiling
revenues increased $62.5 million compared to the same period in the prior year
due to a $31.9 million increase in revenue for Prolaris due to expanded coverage
and the submission of claims for previously performed tests that were pending
clarification of the coverage policy, as well as a $25.3 million increase in
revenues from MyChoice CDx due to expansion in Japan and other areas. Revenue
from Pharmacogenomics increased $35.0 million compared to the same period in the
prior year due primarily to a 58% increase in volume. Prenatal revenues
increased $32.3 million compared to the same period in the prior year due
primarily to an increase of 19% in the average reimbursement per test and an
increase of 12% in volume, as well as a change in estimate related to revenues
from prior periods. Hereditary Cancer revenues increased $31.9 million compared
to the same period in the prior year due primarily to a 13% increase in volume
as well as a change in estimate related to revenues from prior periods. These
increases were partially offset by a $7.5 million decrease in Autoimmune
compared to the same period in the prior year due primarily to the completion of
the sale of select operating assets and intellectual property, including the
Vectra test, from the Myriad Autoimmune business unit, on September 13, 2021 .
Pharmaceutical and clinical service revenue for the year ended December 31, 2021
declined $19.4 million compared to the year ended December 31, 2020 , primarily
due to the sale of Myriad RBM, Inc. on July 1, 2021 and the inclusion of revenue
from Privatklinik Dr. Robert Schindlbeck GmbH & Co. KG (the "Clinic") for two
months in the previous period prior to the sale of the Clinic in February 2020 .
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Cost of Sales
Years Ended December 31,
2020
(in millions) 2021 (unaudited) Change
Cost of molecular diagnostic testing $ 185.7 $ 157.9 $ 27.8
Cost of molecular diagnostic testing as a % of revenue 26.9 % 28.3 %
Cost of pharmaceutical and clinical services $ 11.9
Cost of pharmaceutical and clinical services as a % of
revenue
1.7 % 3.6 % The cost of molecular diagnostic testing as a percentage of revenue decreased from 28.3% to 26.9% during the year endedDecember 31, 2021 compared to the year endedDecember 31, 2020 . The decrease was primarily driven by the increase in revenue from higher test volumes during the current period, as higher revenues were generated to cover fixed costs of performing the tests. The cost of pharmaceutical and clinical services as a percentage of revenue decreased from 3.6% to 1.7% during the year endedDecember 31, 2021 compared to the year endedDecember 31, 2020 due to the sale ofMyriad RBM, Inc. onJuly 1, 2021 and the inclusion of the costs related to the Clinic for two months in the previous period prior to the sale of the Clinic inFebruary 2020 .
Research and Development Expense
Years Ended December 31,
2020
(in millions) 2021 (unaudited) Change
Research and development expense $ 81.9 $ 73.3 $ 8.6
Research and development expense as a % of total
revenue 11.9 %
13.2 %
Research and development expense for the year endedDecember 31, 2021 increased by$8.6 million compared to the prior year due primarily to costs incurred in the current year as part of the Company's strategic transformation initiatives, increases in lab expenses, and increases in compensation costs as a result of employee bonus reductions in the prior period stemming from the significant impact of COVID-19 on our financial results.
Selling, General and Administrative Expense
Years Ended December 31,
2020
(in millions) 2021 (unaudited) Change
Selling, general, and administrative expense $ 537.8
Selling, general, and administrative expense as a % of
total revenue
77.9 % 89.2 % Selling, general and administrative expense increased by$40.9 million for the year endedDecember 31, 2021 compared to the prior year due primarily to a$12.6 million increase in stock-based compensation due to lower stock-based compensation in the prior period as a result of adjustments to stock-based compensation related to the departure of our former Chief Executive Officer, and a$16.2 million increase in costs incurred in the current period as part of the Company's strategic transformation initiatives, as well as an$8.2 million increase in bonus expense as a result of employee bonus reductions in the prior year stemming from the significant impact of the COVID-19 pandemic on our financial results, a$6.3 million increase in legal expenses, a$5.0 million increase in consulting fees, and a$3.3 million increase in IT hardware costs. Increases were partially offset by a$10.5 million decrease in amortization expense and a decrease in sales and marketing expenses of$3.4 million due primarily to fewer in-person sales and marketing events and travel-related expenses.
Legal Charges Pending Settlement
Years Ended December 31,
2020
(in millions) 2021 (unaudited) Change
Legal charges pending settlement $ 62.0 $ - $ 62.0
Legal charges pending settlement as a % of total
revenue 9.0 % - %
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Legal charges pending settlement increased for the year endedDecember 31, 2021 compared to the prior year due to$62.0 million of accruals related to potential legal settlements, including$48.0 million in connection with the qui tam lawsuit againstCrescendo Bioscience, LLC and the Company and$14.0 million in connection with the Abelli lawsuit. There was no corresponding legal charges pending settlement in the prior year. The Abelli lawsuit was subsequently settled onJanuary 24, 2022 , pursuant to which the Company agreed to pay$14.0 million to the plaintiffs.
Years Ended December 31,
2020
(in millions) 2021 (unaudited) Change
Goodwill and long-lived asset impairment charges $ 1.8 $ 98.4 $ (96.6)
a % of total revenue
0.3 %
17.7 %
Goodwill and long-lived asset impairment charges decreased for the year endedDecember 31, 2021 compared to the prior year due primarily to the Company recognizing goodwill impairment charges in the prior year related to the Autoimmune reporting unit, as well as additional charges related to the abandonment of in-process research and development intangible assets. In the current year, we recognized a$1.8 million impairment to right-of-use assets as a result of the voluntary early termination of certain lease agreements to consolidate space. Other Income (Expense) Years Ended December 31, 2020 (in millions) 2021 (unaudited) Change Interest income $ 0.7$ 2.0 $ (1.3) Interest expense$ (6.6) $ (11.2) $ 4.6 Other$ 139.3 $ 15.3 $ 124.0 Other income (expense)$ 133.4 $ 6.1 $ 127.3 Other income (expense) increased for the year endedDecember 31, 2021 due primarily to the combined$152.2 million net gain recognized on the sales ofMyriad RBM, Inc. and the Myriad myPath, LLC laboratory in the current period, partially offset by expenses or losses in the current period, including the$0.6 million net loss recognized on the sale of the Myriad Autoimmune business unit and losses of$5.2 million and$6.5 million for a non-cancelable purchase commitment and inventory, respectively, recognized in connection with the divestiture transactions. The increase in Other income (expenses) was partially offset by the receipt of$14.6 million in stimulus funds from the CARES Act in the prior period. Interest expense decreased due primarily to the repayment of the Company's Amended Facility in full onJuly 30, 2021 . Income Tax Benefit Years Ended December 31, 2020 (in millions) 2021 (unaudited) Change Income tax benefit$ (29.9) $ (59.9) $ 30.0 Effective tax rate (52.4) % (21.1) % Our tax rate is the product of aU.S. federal effective rate of 21.0% and a blended state income tax rate of approximately 3.4%. Certain significant or unusual items are separately recognized during the period in which they occur and can be a source of variability in the effective tax rates from period to period. Income tax benefit for the year endedDecember 31, 2021 was$(29.9) million , and our effective tax rate was 52.4%. The change in the effective tax rate for the year endedDecember 31, 2021 as compared to the prior year is due primarily to the tax benefit recorded in the prior year related to the CARES Act, tax expense recorded in the prior year related to asset impairments, tax benefit recorded in the current year related to the differences between the book and tax basis of assets divested, disallowed executive compensation expenses, the release of a valuation allowance, and stock compensation expense. 58
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Liquidity and Capital Resources
Our primary sources of liquidity are our cash, cash equivalents and marketable investment securities, our cash flows from operations, our cash flows from investing activities, and, in certain circumstances as discussed below, amounts available for borrowing under our Amended Facility. Our capital deployment strategy focuses on use of resources in the key areas of research and development, technology and acquisitions. We believe that investing organically through research and development or acquisitively to support business strategy provides the best return on invested capital. During the year endedDecember 31, 2021 , our liquidity increased by$379.1 million from the combined proceeds from the sales ofMyriad RBM, Inc. , the Myriad Autoimmune business, and the Myriad myPath, LLC laboratory. The cash generated from these divestitures provides us with additional liquidity as we seek out strategic opportunities for capital deployment. We believe that our existing capital resources will be sufficient to meet our projected operating requirements for the foreseeable future. In addition, our capital resources and cash on hand may be used for acquisitions or other strategic investments. All remaining borrowings under our Amended Facility, which matures onJuly 31, 2023 , were repaid onJuly 30, 2021 using cash generated from our recent divestitures. Our available capital resources, however, may be consumed more rapidly than currently expected, and we may need or want to raise additional financing. We may not be able to secure such financing in a timely manner or on favorable terms, if at all. In addition, we are subject to financial covenants as part of our outstanding Amended Facility that could limit our ability to incur additional indebtedness. Without additional funds, we may be forced to delay, scale back or eliminate some of our sales and marketing efforts, research and development activities, or other operations, and potentially delay development of our diagnostic tests in an effort to provide sufficient funds to continue our operations. If any of these events occurs, our ability to achieve our development and commercialization goals could be adversely affected. The Amended Facility restricts our ability to make future borrowings if unrestricted cash, cash equivalents and marketable securities exceed$150.0 million , unless such borrowings are in connection with certain permitted acquisitions. Unrestricted cash, cash equivalents, and marketable securities totaled$398.8 million as ofDecember 31, 2021 . Our revolving commitment amount is$250.0 million as ofDecember 31, 2021 . As the Company's total unrestricted cash, cash equivalents, and marketable securities exceeded$150.0 million as ofDecember 31, 2021 , we will be unable to make future borrowings unless related to a permitted acquisition. In addition, following the expiration of the waiver of the leverage ratio and interest coverage ratio covenants, which waiver is effective untilMarch 31, 2022 , our ability to borrow under the Amended Facility will be limited if we are unable to comply with those financial covenants. From time to time, we enter into purchase commitments or other agreements that may materially impact our liquidity position in future periods. InApril 2021 , a non-cancelable operating lease for our new corporate headquarters inSalt Lake City, Utah , commenced with a lease term of 15 years and total future lease payments of approximately$66.0 million as ofDecember 31, 2021 . In addition, in late 2021, we entered into two non-cancelable operating leases, one for approximately 7,500 square feet inDurham, North Carolina , which expires in 2029, and one for approximately 63,000 square feet inSouth San Francisco, California , which expires in 2033. The total future lease payments of the newNorth Carolina andCalifornia leases are approximately$2.3 million and$58.8 million , respectively, as ofDecember 31, 2021 . As ofDecember 31, 2021 , the Company had approximately$4.0 million of non-cancelable contractual purchase obligations with varying terms over the next two years. In the first quarter of 2022, we entered into a non-cancelable operating lease for approximately 230,000 square feet inSalt Lake City, Utah , which will commence in 2022, with a lease term of 15 years and total future lease payments of approximately$77.8 million . 59
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Due to the continually evolving global situation from the COVID-19 pandemic, including the emergence of the more highly transmissible Delta and Omicron coronavirus variants and their impact on the ongoing recovery from the earlier effects of the COVID-19 pandemic, it is not possible to predict whether ongoing consequences of the pandemic are reasonably likely to materially affect our liquidity and capital resources in the future. Because of the technical nature of our business and our focus on science, research and development, we are highly dependent upon our ability to attract and retain highly qualified and experienced management, scientific, and technical personnel. Competition and compensation for such personnel and other qualified personnel increased as employment vacancies surged during the year endedDecember 31, 2021 , which has increased the difficulty and cost of hiring and retaining qualified personnel. In addition, potential federal or state regulations that require us to mandate COVID-19 vaccinations for our employees, or any future decision on our part to voluntarily require our employees to receive a COVID-19 vaccine, could impact our ability to hire and retain employees. Loss of the services of or failure to recruit additional key management, scientific and technical personnel and other qualified personnel who are necessary to operate our business would adversely affect our molecular diagnostic business, and it may have a material adverse effect on our business as a whole. Additionally, disruptions to our supply chain as a result of the COVID-19 pandemic could cause shortages of critical materials required to conduct our business, which may have a material adverse effect on our business as a whole. In addition, inflation has had, and we expect it will continue to have, an impact on the costs we incur to attract and retain qualified personnel, costs to generate sales and produce diagnostic testing results, and costs of lab supplies.
The following table represents the balances of cash, cash equivalents and
marketable investment securities:
December 31,
(in millions) 2021 2020
Cash and cash equivalents $ 258.4 $ 117.0
Marketable investment securities 81.4
33.7
Long-term marketable investment securities 59.0
21.0
Cash, cash equivalents and marketable investment securities
The increase in cash, cash equivalents, and marketable investments securities for the year endedDecember 31, 2021 was primarily driven by$379.1 million in total cash consideration from the sale ofMyriad RBM, Inc. , the Myriad Autoimmune business, and the Myriad myPath, LLC laboratory, the receipt of aU.S. federal tax refund of$89.6 million , and proceeds of$91.8 million from the exercise of stock options, partially offset by$226.4 million in repayments of our Amended Facility and$10.5 million in transaction expenses related to the foregoing divestitures, as well as by cash used in operating activities as part of our normal course of business. During the transition period endedDecember 31, 2020 , the decrease in cash, cash equivalents and marketable investment securities was primarily driven by the Company using$73.7 million in cash for operating activities.
The following table represents the condensed cash flow statement:
Year Ended December 31,
(in millions) 2021 2020
(unaudited)
Cash flows from operating activities $ 18.2 $ (26.9)
Cash flows from investing activities 274.4 61.6
Cash flows from financing activities (150.6) (1.0)
Effect of foreign exchange rates on cash and cash
equivalents (0.6) 0.6
Change in cash and cash equivalents classified as held for
sale
- 1.5 Net increase (decrease) in cash and cash equivalents 141.4 35.8
Cash and cash equivalents at the beginning of the
period 117.0 81.2
Cash and cash equivalents at the end of the period
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Cash Flows from Operating Activities
In the year endedDecember 31, 2021 , the increase in cash flows was primarily due to the change in the balance of prepaid taxes due to the receipt of a$89.6 million U.S. federal tax refund, partially offset by a decrease in cash flows from operating activities primarily driven by a$37.7 million change in trade accounts receivable in the current period compared to the prior period due to the change in sales volumes and cash collections as a result of the significant impact of the COVID-19 pandemic on our financial results during the prior period.
Cash Flows from Investing Activities
In the year endedDecember 31, 2021 , the increase in cash flows from investing activities as compared to the same period in the prior year was primarily due to incremental cash proceeds of$357.8 million from divestitures in the current period as compared to the prior period. This increase is partially offset by an increase of$132.0 million of purchases of marketable investment securities in the current period as compared to the prior period, a decrease of$8.2 million in proceeds from marketable investment securities during the current period, and an increase of$4.8 million in capital expenditures in the current period.
Cash Flows from Financing Activities
In the year endedDecember 31, 2021 , the decrease in cash flows from financing activities as compared to the same period in the prior year was primarily due to the use of$226.4 million in cash for repayments of the Amended Facility during the current year. The decrease was partially offset by an increase of$80.2 million in proceeds from the exercise of stock options, net of shares exchanged for payroll withholding tax in the current year as compared to the prior year.
Effects of Inflation
We do not believe that inflation has had a material impact on our business, sales, or operating results during the periods presented. However, inflation has had, and we expect that it will continue to have, an impact on the labor costs we incur to attract and retain qualified personnel, costs to generate sales and produce diagnostic testing results, and costs of lab supplies. Inflationary costs may impact our profitability and could adversely affect our business, financial condition and results of operations.
Share Repurchase Program
Our Board of Directors has previously authorized us to repurchase up to$200.0 million of our outstanding common stock. We may repurchase our common stock from time to time or on an accelerated basis through open market transactions or privately negotiated transactions as determined by our management. The amount and timing of stock repurchases under the program will depend on business and market conditions, stock price, trading restrictions, acquisition activity and other factors. As ofDecember 31, 2021 , we are authorized to repurchase up to$110.7 million under our current share repurchase authorization. See "Part II, Item 2. Unregistered Sales ofEquity Securities and Use of Proceeds - Issuer Purchases ofEquity Securities " below.
Critical Accounting Policies
Critical accounting policies are those policies which are both important to the
portrayal of a company's financial condition and results and require
management's most difficult, subjective or complex judgments, often as a result
of the need to make estimates about the effect of matters that are inherently
uncertain. Our critical accounting policies are as follows:
•revenue recognition;
•goodwill; and
•income taxes.
Revenue Recognition. Revenue is recognized when, or as, performance obligations
under the terms of a contract are satisfied, which occurs when control of the
promised products or services is transferred to a customer. We exclude sales,
use, value-added, and other taxes we collect on behalf of third parties from
revenue. Revenue is measured as the amount of consideration we expect to receive
in exchange for transferring products or services to a customer.
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We generate revenue primarily by performing molecular diagnostic testing. We perform our obligation under a contract with a customer by processing those diagnostic tests and communicating the test results to customers, in exchange for consideration from the customer. Revenue from the sale of molecular diagnostic tests is recorded at the estimated transaction price. We have determined that the communication of test results indicates transfer of control for revenue recognition purposes. We have the right to bill our customers upon the completion of performance obligations and thus do not record contract assets. Occasionally customers make payments prior to our performance of our contractual obligations. When this occurs, we record a contract liability as deferred revenue. Significant judgments are required in determining the transaction price and satisfying performance obligations under the revenue standard. In determining the transaction price, we estimate the expected amount of consideration as revenue. We apply 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. We consider all the information (historical, current, and forecast) that is reasonably available to identify possible consideration amounts. To determine our estimated transaction price, we apply the expected value method for sales where we have a large number of contracts with similar characteristics. We then consider the probability of the variable consideration for each possible scenario. We have significant experience with historical collection patterns and use this experience to estimate transaction prices. The estimate of revenue is affected by assumptions in payor mix and in payor behavior such as changes in payor collections, current customer contractual requirements, and experience with ultimate collection 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 request 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 Income (Loss).Goodwill . We test goodwill for impairment on an annual basis and in the interim by reporting unit 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 evaluated on a qualitative basis before calculating the fair value of the reporting unit. If the qualitative assessment suggests that impairment is more likely than not, a quantitative impairment analysis is performed. The quantitative analysis involves comparison of the fair value of a reporting unit with its carrying amount. The valuation of a reporting unit requires judgment in estimating future cash flows, discount rates, residual growth rates and other factors. In making these judgments, we evaluate the financial health of our business, including such factors as industry performance, market saturation and opportunity, changes in technology and operating cash flows. Changes in our forecasts or decreases in the value of our common stock could cause book value of reporting units to exceed their fair values. 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. As ofDecember 31, 2021 , we have recorded goodwill of$239.2 million on our Consolidated Balance Sheet. This goodwill is attributable to theMyriad Mental Health , Myriad International, andMyriad Women's Health reporting units. We qualitatively evaluated theMyriad Mental Health and Myriad International reporting units for impairment. The factors that are considered in the qualitative analysis include macroeconomic conditions, industry and market considerations, revenue growth rates, current and financial performance, other factors that would have a negative effect on earnings and cash flows, and other relevant entity-specific events and information. Significant judgment is required in assessing the weight of the qualitative factors. We noted no indicators of impairment during the year endedDecember 31, 2021 . For ourMyriad Women's Health reporting unit, we elected to perform a quantitative assessment of goodwill. We measured the fair value of theMyriad Women's Health reporting unit utilizing the market approach and the discounted cash flow method under the income approach. As a result of the assessment, no goodwill impairment charges were recorded as the estimated fair value of the reporting unit exceeded the carrying value of the goodwill as ofDecember 31, 2021 . We performed a sensitivity analysis of the discount rate and the revenue growth rate, which are significant assumptions in the calculation of fair value. We determined that a 1% increase in the discount rate or a 1% decline in forecasted revenue growth would not have changed our determination that the fair value of the reporting unit was in excess of its carrying value. 62
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Goodwill impairment testing requires us to make a number of assumptions and estimates concerning future levels of revenue growth, operating margins, and other financial assumptions, which are based upon our long-term plan. The discount rate is an estimate of the overall after-tax rate of return required by a market participant whose weighted average cost of capital includes both debt and equity, including a risk premium. While we use the best available information to prepare our cash flows and discount rate assumptions, actual future cash flows and/or market conditions could differ significantly resulting in future impairment charges related to recorded goodwill balances. While there are always changes in assumptions to reflect changing business and market conditions, our overall methodology used has remained unchanged. Income Taxes. Our income tax provision is based on income before taxes and is computed using the liability method in accordance with Accounting Standards Codification ("ASC") 740 - Income Taxes. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using tax rates projected to be in effect for the year in which the differences are expected to reverse. Significant estimates are required in determining our provision for income taxes. Some of these estimates are based on interpretations of existing tax laws or regulations, or the expected results from any future tax examinations. Various internal and external factors may have favorable or unfavorable effects on our future provision for income taxes. Those factors include, but are not limited to, changes in tax laws, regulations and/or rates, the results of any future tax examinations, changing interpretations of existing tax laws or regulations, changes in estimates of prior years' items, past levels of research and development spending, acquisitions, changes in our corporate structure, and changes in overall levels of income before taxes all of which may result in periodic revisions to our provision for income taxes. Developing our provision for income taxes, including our effective tax rate and analysis of potential uncertain tax positions, if any, requires significant judgment and expertise in federal and state income tax laws, regulations and strategies, including the determination of deferred tax assets and liabilities and any estimated valuation allowance we deem necessary to offset deferred tax assets. If we do not maintain taxable income from operations in future periods, we may increase the valuation allowance for our deferred tax assets and record material adjustments to our income tax expense. Our judgment and tax strategies are subject to audit by various taxing authorities. While we believe we have provided adequately for our uncertain income tax positions in our consolidated financial statements, an adverse determination by these taxing authorities could have a material adverse effect on our consolidated financial condition, results of operations or cash flows. Interest and penalties on income tax items are included as a component of overall income tax expense.
Recent Accounting Pronouncements
See Note 1 to the Consolidated Financial Statements included in Item 8 of this
Report for a description of recent accounting pronouncements.
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