Edgar Filing: MYRIAD GENETICS INC

mygn-10q_20181231.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2018

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 0-26642

MYRIAD GENETICS, INC.

(Exact name of registrant as specified in its charter)

Delaware	87-0494517
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

320 Wakara Way, Salt Lake City, UT	84108
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: (801) 584-3600

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “accelerated filer,” “large accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Check one:

Large accelerated filer	☒	Accelerated filer ☐
Non-accelerated filer	☐	Smaller reporting company ☐
Emerging growth company	☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of January 31, 2019, the registrant had 73,272,293 shares of $0.01 par value common stock outstanding.

MYRIAD GENETICS, INC.

INDEX TO FORM 10-Q


		Page
	PART I - Financial Information

Item 1.	Financial Statements

	Condensed Consolidated Balance Sheets (Unaudited) as of December 31, 2018 and June 30, 2018	3

	Condensed Consolidated Statements of Operations (Unaudited) for the three and six months ended December 31, 2018 and 2017	4

	Condensed Consolidated Statements of Comprehensive Income (Unaudited) for the three and six months ended December 31, 2018 and 2017	5

	Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) for the six months ended December 31, 2018 and 2017	6

	Condensed Consolidated Statements of Cash Flows (Unaudited) for the six months ended December 31, 2018 and 2017	7

	Notes to Condensed Consolidated Financial Statements (Unaudited)	8

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	24

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	31

Item 4.	Controls and Procedures	31

	PART II - Other Information

Item 1.	Legal Proceedings	32

Item 1A.	Risk Factors	33

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	33

Item 3.	Defaults Upon Senior Securities	33

Item 4.	Mine Safety Disclosures	33

Item 5.	Other Information	33

Item 6.	Exhibits	33

Signatures		34

MYRIAD GENETICS, INC.

AND SUBSIDIARIES

Condensed Consolidated Balance Sheets (Unaudited)

(In millions)

	December 31,			June 30,
ASSETS	2018			2018(a)
Current assets:
Cash and cash equivalents	$	90.6		$	110.9
Marketable investment securities		74.8			69.7
Prepaid expenses		12.5			9.4
Inventory		33.3			34.3
Trade accounts receivable		116.6			99.5
Prepaid taxes		3.1			—
Other receivables		5.9			3.8
Total current assets		336.8			327.6
Property, plant and equipment, net		59.1			43.2
Long-term marketable investment securities		29.9			30.7
Intangibles, net		717.6			455.2
Goodwill		413.2			318.6
Total assets	$	1,556.6		$	1,175.3
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	31.9		$	26.0
Accrued liabilities		73.7			68.3
Short-term contingent consideration		5.3			5.3
Deferred revenue		2.4			2.6
Total current liabilities		113.3			102.2
Unrecognized tax benefits		24.9			24.9
Other long-term liabilities		6.6			6.3
Contingent consideration		10.4			9.2
Long-term debt		273.3			9.3
Long-term deferred taxes		64.0			57.3
Total liabilities		492.5			209.2
Commitments and contingencies
Stockholders’ equity:
Common stock, 73.2 and 70.6 shares outstanding at December 31, 2018 and June 30, 2018 respectively		0.7			0.7
Additional paid-in capital		1,045.6			915.4
Accumulated other comprehensive loss		(5.0	)		(4.1	)
Retained earnings		22.9			54.1
Total Myriad Genetics, Inc. stockholders’ equity		1,064.2			966.1
Non-Controlling Interest		(0.1	)		—
Total stockholders' equity		1,064.1			966.1
Total liabilities and stockholders’ equity	$	1,556.6		$	1,175.3

See accompanying notes to condensed consolidated financial statements.

(a)	Amounts adjusted due to the adoption of Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606). See Note 1 to the financial statements contained in Part I, Item 1 of this report for additional information.

MYRIAD GENETICS, INC.

AND SUBSIDIARIES

Condensed Consolidated Statements of Operations (Unaudited)

(In millions, except per share amounts)

	Three months ended						Six months ended
	December 31,						December 31,
	2018			2017(a)			2018			2017(a)
Molecular diagnostic testing	$	203.0		$	173.1		$	392.0		$	340.5
Pharmaceutical and clinical services		13.8			14.8			27.1			26.2
Total revenue		216.8			187.9			419.1			366.7
Costs and expenses:
Cost of molecular diagnostic testing		44.0			37.7			86.3			73.9
Cost of pharmaceutical and clinical services		8.1			6.7			15.5			13.5
Research and development expense		22.4			16.8			43.5			34.6
Change in the fair value of contingent consideration		1.0			13.0			1.4			(60.2	)
Selling, general, and administrative expense		135.2			107.4			265.1			214.6
Total costs and expenses		210.7			181.6			411.8			276.4
Operating income		6.1			6.3			7.3			90.3
Other income (expense):
Interest income		0.9			0.4			1.6			0.8
Interest expense		(3.4	)		(0.7	)		(5.6	)		(1.6	)
Other		—			(0.4	)		1.1			(0.7	)
Total other expense:		(2.5	)		(0.7	)		(2.9	)		(1.5	)
Income before income tax		3.6			5.6			4.4			88.8
Income tax provision		1.0			(25.3	)		2.6			(20.8	)
Net income	$	2.6		$	30.9		$	1.8		$	109.6
Net loss attributable to non-controlling interest		—			—			(0.1	)		(0.1	)
Net income attributable to Myriad Genetics, Inc. stockholders	$	2.6		$	30.9		$	1.9		$	109.7
Earnings per share:
Basic	$	0.04		$	0.45		$	0.03		$	1.59
Diluted	$	0.03		$	0.43		$	0.02		$	1.54
Weighted average shares outstanding:
Basic		74.2			69.3			73.6			68.9
Diluted		76.5			71.9			76.9			71.2

See accompanying notes to condensed consolidated financial statements.

(a)	Amounts adjusted due to the adoption of Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606). See Note 1 to the financial statements contained in Part I, Item 1 of this report for additional information.

MYRIAD GENETICS, INC.

AND SUBSIDIARIES

Condensed Consolidated Statements of Comprehensive Income (Unaudited)

(In millions)

	Three months ended						Six months ended
	December 31,						December 31,
	2018			2017(a)			2018			2017(a)
Net income attributable to Myriad Genetics, Inc. stockholders	$	2.6		$	30.9		$	1.9		$	109.7
Unrealized loss on available-for-sale securities, net of tax		(0.2	)		(0.3	)	$	(0.4	)	$	(0.3	)
Change in foreign currency translation adjustment, net of tax		0.9			0.1			1.3			3.4
Comprehensive income		3.3			30.7			2.8			112.8
Comprehensive income attributable to non-controlling interest		—			—			—			—
Comprehensive income attributable to Myriad Genetics, Inc. shareholders	$	3.3		$	30.7		$	2.8		$	112.8

See accompanying notes to condensed consolidated financial statements.

(a)	Amounts adjusted due to the adoption of Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606). See Note 1 to the financial statements contained in Part I, Item 1 of this report for additional information.

MYRIAD GENETICS, INC.

AND SUBSIDIARIES

Condensed Consolidated Statements of Stockholders’ Equity

(In millions)

						Accumulated			Retained			Myriad
			Additional			other			earnings			Genetics, Inc.
	Common		paid-in			comprehensive			(accumulated			Stockholders’
	stock		capital			loss (a)			deficit) (a)			equity (a)
BALANCES AT JUNE 30, 2018	$	0.7	$	915.4		$	(4.1	)	$	54.1		$	966.1
Issuance of common stock under share-based compensation plans		—		1.9			—			—			1.9
Issuance of common stock for acquisition		—		127.4			—			—			127.4
Share-based payment expense		—		7.7			—			—			7.7
Net income (loss)		—		—			—			(0.7	)		(0.7	)
Other comprehensive income, net of tax		—		—			(0.2	)		—			(0.2	)
BALANCES AT SEPTEMBER 30, 2018	$	0.7	$	1,052.4		$	(4.3	)	$	53.4		$	1,102.2
Issuance of common stock under share-based compensation plans		—		2.6			—			—			2.6
Issuance of common stock for acquisition		—		—			—			—			—
Share-based payment expense		—		7.5			—			—			7.5
Repurchase and retirement of common stock		—		(16.9	)		—			(33.1	)		(50.0	)
Net income		—		—			—			2.6			2.6
Other comprehensive income, net of tax		—		—			(0.7	)		—			(0.7	)
BALANCES AT DECEMBER 31, 2018	$	0.7	$	1,045.6		$	(5.0	)	$	22.9		$	1,064.2

See accompanying notes to consolidated financial statements.

(a)	Amounts adjusted due to the adoption of Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606). See Note 1 to the financial statements contained in Part I, Item 1 of this report for additional information.

MYRIAD GENETICS, INC.

AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows (Unaudited)

(In millions)

	Six months ended
	December 31,
	2018			2017(a)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income attributable to Myriad Genetics, Inc. stockholders	$	1.9			109.7
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		36.3			26.3
Non-cash interest expense		(1.2	)		0.1
Loss (gain) on disposition of assets		(0.9	)		0.1
Share-based compensation expense		15.2			13.3
Deferred income taxes		2.3			(25.9	)
Unrecognized tax benefits		(2.3	)		8.2
Change in fair value of contingent consideration		(1.4	)		(60.2	)
Changes in assets and liabilities:
Prepaid expenses		0.8			2.9
Trade accounts receivable		(0.9	)		(13.0	)
Other receivables		(1.9	)		1.4
Inventory		6.1			4.1
Prepaid taxes		(3.1	)		(8.4	)
Accounts payable		(0.3	)		3.0
Accrued liabilities		(4.7	)		(5.8	)
Deferred revenue		(0.3	)		0.7
Net cash provided by operating activities		45.6			56.5
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures		(4.1	)		(3.7	)
Acquisitions, net of cash acquired		(278.5	)		—
Purchases of marketable investment securities		(36.6	)		(61.3	)
Proceeds from maturities and sales of marketable investment securities		32.1			45.2
Net cash used in investing activities		(287.1	)		(19.8	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from common stock issued under share-based compensation plans		4.5			6.3
Net proceeds from revolving credit facility		340.0			—
Repayment of revolving credit facility		(75.0	)		(56.0	)
Repurchase and retirement of common stock		(50.0	)		—
Proceeds from non-controlling interest		—			0.3
Net cash provided by (used in) financing activities		219.5			(49.4	)
Effect of foreign exchange rates on cash and cash equivalents		1.7			(1.0	)
Net decrease in cash and cash equivalents		(20.3	)		(13.7	)
Cash and cash equivalents at beginning of the period		110.9			102.4
Cash and cash equivalents at end of the period	$	90.6		$	88.7

See accompanying notes to condensed consolidated financial statements.

(a)	Amounts adjusted due to the adoption of Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606). See Note 1 to the financial statements contained in Part I, Item 1 of this report for additional information.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Dollars and shares in millions, except per share data)

(1)	BASIS OF PRESENTATION

The accompanying condensed consolidated financial statements have been prepared by Myriad Genetics, Inc. (the “Company” or “Myriad”) in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and pursuant to the applicable rules and regulations of the Securities and Exchange Commission (“SEC”). The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. In the opinion of management, the accompanying financial statements contain all adjustments (consisting of normal and recurring accruals) necessary to present fairly all financial statements in accordance with GAAP. The condensed consolidated financial statements herein should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the fiscal year ended June 30, 2018, included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2018. Operating results for the three and six months ended December 31, 2018 may not necessarily be indicative of results to be expected for any other interim period or for the full year.

The consolidated financial statements include the accounts of the Company’s majority-owned subsidiary, Assurex Canada, Ltd. which is 85% owned by Assurex Health, Inc. (“Assurex”), a wholly owned subsidiary of the Company, and 15% owned by the Centre for Addiction and Mental Health. Assurex Canada, Ltd. is a consolidated subsidiary of Assurex Health, Inc. The value of the non-controlling interest represents the portion of Assurex Canada, Ltd.’s profit or loss and net assets that is not held by Assurex Health, Inc. The Company attributes comprehensive income or loss of the subsidiary between the Company and the non-controlling interest based on the respective ownership interest.

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

New Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (FASB) issued the converged standard on revenue recognition Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”), with the objective of providing a single, comprehensive model for all contracts with customers to improve comparability in the financial statements of companies reporting using International Financial Reporting Standards and U.S. GAAP. The standard contains principles that an entity must apply to determine the measurement of revenue and timing of when it is recognized. The underlying principle is that an entity must recognize revenue to depict the transfer of goods or services to customers at an amount that the entity expects to be entitled to in exchange for those goods or services. An entity can apply the revenue standard retrospectively to each prior reporting period presented (full retrospective method) or retrospectively with the cumulative effect of initially applying the standard recognized at the date of initial application in retained earnings (modified retrospective method).

The standard was effective for the Company beginning July 1, 2018. The Company elected to adopt the standard using the full retrospective approach, which resulted in a recasting of revenue and the related financial statement items for FY2017 and FY2018. During transition to the new standard, the Company also elected several practical expedients, as provided by the standard. Contracts that began and ended within the same annual reporting period were not restated. Contracts that were completed by June 30, 2018 that had variable consideration were estimated using the transaction price at the date the contract was completed. The amount of the transaction price allocated to the remaining performance obligations will not be disclosed for prior reporting periods. Contracts that were modified prior to the earliest reporting period will be reflected in the earliest reporting period with an aggregate adjustment for prior modifications.

As a result of the new standard, the Company has changed its accounting policies for revenue recognition. The primary impact of the new standard was classifying bad debt expense of $8.0 and $16.0 for the three and six months ended December 31, 2017, respectively, as a reduction in revenue rather than as a selling, general and administrative expense. The Company also increased its June 30, 2018 accounts receivable and retained earnings balances by $1.2 as a result of adopting the new standard.

Reclassifications

Adoption of new revenue recognition standard impacted the Company’s previously reported results as follows:

	Three months ended									Six months ended
	December 31, 2017									December 31, 2017
	As Previously Reported			ASC606 Adjustments			As Restated			As Previously Reported			ASC606 Adjustments			As Restated
Consolidated Statements of Operations:
Total Revenue	$	192.7		$	(4.8	)	$	187.9		$	380.6		$	(13.9	)	$	366.7
Selling, general and administrative expense		115.2			(7.8	)		107.4			230.4			(15.8	)		214.6
Income tax provision		(26.2	)		0.9			(25.3	)		(21.4	)		0.6			(20.8	)
Net Income attributable to Myriad Genetics, Inc. stockholders		28.8			2.1			30.9			108.4			1.3			109.7
Earnings per share:
Basic	$	0.42		$	0.03		$	0.45		$	1.57		$	0.02		$	1.59
Diluted	$	0.40		$	0.03		$	0.43		$	1.52		$	0.02		$	1.54
Consolidated Statements of Cash Flows:
Net Income attributable to Myriad Genetics, Inc. stockholders											108.4			1.3		$	109.7
Trade Accounts Receivable											(32.5	)		(19.5	)		(13.0	)

	June 30, 2018
	As Previously Reported		ASC606 Adjustments		As Restated
Consolidated Balance Sheet:
Trade accounts receivable	$	98.3	$	1.2	$	99.5
Retained Earnings		52.9		1.2		54.1

In February 2016, the FASB issued Accounting Standards Update ASU 2016-02, Leases (“ASU 2016-02”). ASU 2016-02 amends the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. ASU 2016-02 will be effective beginning in the first quarter of fiscal 2020. Early adoption of ASU 2016-02 is permitted. ASU 2016-02 requires a modified retrospective transition approach for all leases existing at, or entered into after, the date of initial application, with an option to use certain transition relief. The Company’s management is currently evaluating the impact of adopting ASU 2016-02 on the Company’s consolidated financial statements.

In accordance with the Securities Act Release No. 33-10532 which now requires presenting changes in stockholders equity quarterly the Company has included its condensed consolidated statements of equity.

(2)

REVENUE

The following tables present detail regarding the composition of the Company’s total revenue by product and U.S. versus rest of world, “RoW”:

	Three months ended December 31,
	2018						2017
(In millions)	U.S.		RoW		Total		U.S.		RoW		Total
Molecular diagnostic revenues:
Hereditary Cancer Testing	$	123.4	$	3.3	$	126.7	$	119.6	$	2.6	$	122.2
GeneSight		24.0		—		24.0		31.7		—		31.7
Prenatal		31.2		—		31.2		—		—		—
VectraDA		11.8		—		11.8		11.1		—		11.1
Prolaris		6.1		—		6.1		4.2		—		4.2
EndoPredict		0.4		1.8		2.2		0.1		1.9		2.0
Other		0.7		0.3		1.0		1.7		0.2		1.9
Total molecular diagnostic revenue		197.6		5.4		203.0		168.4		4.7		173.1
Pharmaceutical and clinical service revenue		8.2		5.6		13.8		8.9		5.9		14.8
Total revenue	$	205.8	$	11.0	$	216.8	$	177.3	$	10.6	$	187.9

	Six months ended December 31,
	2018						2017
(In millions)	U.S.		RoW		Total		U.S.		RoW		Total
Molecular diagnostic revenues:
Hereditary Cancer Testing	$	237.0	$	6.1	$	243.1	$	234.2	$	5.0	$	239.2
GeneSight		53.2		—		53.2		60.5		—		60.5
Prenatal		49.3		—		49.3		—		—		—
VectraDA		24.8		—		24.8		25.1		—