MYRIAD GENETICS INC MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (form 10-K)

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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 ended December 31,
2021, we reported total revenues of $690.6 million, net loss attributable to
Myriad 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 ended December 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 ended March 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 ended September 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. On July 1, 2021, we divested Myriad 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 in February 2020. Through Myriad 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.


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Results of Operations


This section of Management's Discussion and Analysis generally discusses
year-to-year comparisons between the year ended December 31, 2021 and the
comparative year ended December 31, 2020. Due to our change in fiscal year from
June 30th to December 31st, effective January 1, 2021, the comparative year
ended December 31, 2020 was unaudited. Discussions of comparisons between (1)
the transition period for the six months ended December 31, 2020 and the
comparative period of the six months ended December 31, 2019 and (2) the years
ended June 30, 2020 and June 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 ended December 31,
2020, filed with the SEC on March 16, 2021.

Years Ended December 31, 2021 and 2020

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        

$ 20.3 $ (8.4)
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 ended December 31, 2021 compared to the year
ended December 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 ended December 31, 2021 compared to
the year ended December 31, 2020 due to the sale of Myriad RBM, Inc. on July 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 in February 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 ended December 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       

$ 496.9 $ 40.9
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 ended December 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 ended December 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 against Crescendo 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 on January 24, 2022, pursuant to which the Company agreed to pay $14.0
million to the plaintiffs.

Goodwill and Long-lived Asset Impairment Charges

                                                          Years Ended December 31,
                                                                              2020
(in millions)                                             2021             (unaudited)                 Change
Goodwill and long-lived asset impairment charges     $      1.8           $     98.4                $   (96.6)

Goodwill and long-lived asset impairment charges as
a % of total revenue

                                        0.3   %         

17.7 %



Goodwill and long-lived asset impairment charges decreased for the year ended
December 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 ended December 31, 2021 due
primarily to the combined $152.2 million net gain recognized on the sales of
Myriad 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 on July 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 a U.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 ended December 31, 2021 was $(29.9) million, and
our effective tax rate was 52.4%. The change in the effective tax rate for the
year ended December 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.
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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 ended December 31,
2021, our liquidity increased by $379.1 million from the combined proceeds from
the sales of Myriad 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 on July 31,
2023, were repaid on July 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 of December 31, 2021. Our revolving commitment amount
is $250.0 million as of December 31, 2021. As the Company's total unrestricted
cash, cash equivalents, and marketable securities exceeded $150.0 million as of
December 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 until March 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. In April 2021, a
non-cancelable operating lease for our new corporate headquarters in Salt Lake
City, Utah, commenced with a lease term of 15 years and total future lease
payments of approximately $66.0 million as of December 31, 2021. In addition, in
late 2021, we entered into two non-cancelable operating leases, one for
approximately 7,500 square feet in Durham, North Carolina, which expires in
2029, and one for approximately 63,000 square feet in South San Francisco,
California, which expires in 2033. The total future lease payments of the new
North Carolina and California leases are approximately $2.3 million and
$58.8 million, respectively, as of December 31, 2021. As of December 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 in Salt 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.
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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 ended December 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 $ 398.8 $ 171.7



The increase in cash, cash equivalents, and marketable investments securities
for the year ended December 31, 2021 was primarily driven by $379.1 million in
total cash consideration from the sale of Myriad RBM, Inc., the Myriad
Autoimmune business, and the Myriad myPath, LLC laboratory, the receipt of a
U.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 ended December 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 $ 258.4

$ 117.0

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Cash Flows from Operating Activities


In the year ended December 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 ended December 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 ended December 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 of December 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 of Equity Securities and Use of Proceeds - Issuer
Purchases of Equity 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 of December 31, 2021, we have recorded goodwill of $239.2 million on our
Consolidated Balance Sheet. This goodwill is attributable to the Myriad Mental
Health, Myriad International, and Myriad Women's Health reporting units. We
qualitatively evaluated the Myriad 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 ended December 31, 2021.

For our Myriad Women's Health reporting unit, we elected to perform a
quantitative assessment of goodwill. We measured the fair value of the Myriad
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 of December 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

——————————————————————————–

Table of Contents


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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