NOTES TO CONDENSED CONSOLIDATED F
INANCIAL 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, 2016, included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2016. Operating results for the three and nine months ended March 31, 2017 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 February 2016, the FASB issued Accounting Standards Update 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 2019. 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 May 2014, the Financial Accounting Standards Board issued ASU No. 2014-09, "Revenue from Contracts with Customers." Under the new standard, revenue is recognized at the time a good or service is transferred to a customer for the amount of consideration received for that specific good or service. In July 2015, the FASB voted to defer the effective date by one year to December 15, 2017 for interim and annual reporting periods beginning after that date. Early adoption is permitted for interim and annual periods beginning after the original effective date of December 15, 2016. Companies may use either a full retrospective or a modified retrospective approach to adopt the standard. We are currently evaluating the impact the adoption of this standard will have on our consolidated financial statements.
Assurex
On August 31, 2016, the Company completed the acquisition of Assurex, pursuant to the Agreement and Plan of Merger (as amended, the “Merger Agreement”), dated August 3, 2016. Pursuant to the terms of the Merger Agreement, Myriad Merger Sub, Inc., a wholly owned subsidiary of the Company, was merged with and into Assurex, with Assurex continuing as the surviving corporation, and wholly owned subsidiary of Myriad. We acquired Assurex for total consideration of $351.6, net of cash acquired of $5.5, including a cash payment of $216.1, and two potential performance-based milestones totaling $185.0 with a fair value of $130.0. The fair value of the performance-based milestones was determined by using the Monte Carlo method.
Of the cash consideration, $19.1 was deposited into an escrow account to fund (i) any post-closing adjustments payable to Myriad based upon differences between the estimated working capital and the actual working capital of Assurex at closing, and (ii) any indemnification claims made by Myriad against Assurex within 18 months following closing.
Total consideration transferred was allocated to tangible assets acquired and liabilities assumed based on their fair values as of the acquisition date including current adjustments as set forth below. We believe the acquisition establishes the foundation for our neuroscience business and leverages our existing preventative care business unit with the addition of a product, GeneSight,
7
which has growth potential. These factors contributed to consideration transferred in excess of the fair value of Assurex’s net tangible and intangible assets acquired, resulting in the Company recording $119.7 i
n goodwill in connection with the transaction.
During the nine months ended March 31, 2017 there were fair value reductions as of the date of the acquisition to intangible assets and equipment totaling
$1.7
due to adoption of our capitalization policy whi
ch increased goodwill by that amount. During that period there was an adjustment to working capital as of the date of acquisition which required an additional
$3.1 cash payment and increased goodwill by that amount. Also during that period there was a $1.4
, $0.8 of which was during the current quarter ended March 31, 2017, decrease in the deferred tax liability due to a change in the blended state tax rate as well as changes in the pre-acquisition deferred tax liabilities which decreased goodwill by the sa
me amount.
Management estimated the fair value of tangible and intangible assets and liabilities in accordance with the applicable accounting guidance for business combinations and utilized the services of third-party valuation consultants. The preliminary allocation of the consideration transferred is based on a preliminary valuation and is subject to potential adjustments. Balances subject to adjustment primarily include the valuations of acquired assets (tangible and intangible), liabilities and the fair value of equipment, non-controlling interest, as well as tax-related matters, including tax basis of acquired assets and liabilities in a foreign jurisdiction. During the measurement period, the Company may record adjustments to the provisional amounts recognized in the Company’s initial accounting for the acquisition. The Company expects the allocation of the consideration transferred to be final within the measurement period (up to one year from the acquisition date). The preliminary purchase price allocation as of March 31, 2017 is as follows:
|
|
Estimated Fair
Value
|
|
Current assets
|
|
$
|
18.2
|
|
Intangible assets
|
|
|
295.6
|
|
Equipment
|
|
|
1.8
|
|
Goodwill
|
|
|
119.7
|
|
Current liabilities
|
|
|
(18.6
|
)
|
Deferred tax liability
|
|
|
(65.1
|
)
|
Total fair value purchase price
|
|
$
|
351.6
|
|
Less: Contingent consideration
|
|
|
(130.0
|
)
|
Less: Cash acquired
|
|
|
(5.5
|
)
|
Total cash consideration transferred
|
|
$
|
216.1
|
|
Identifiable Intangible Assets
The Company acquired intangible assets that consisted of developed technology which had an estimated fair value of $256.5 and a database with an estimated fair value of $39.1. The fair value of the developed technology was determined using a probability-weighted income approach that discounts expected future cash flows to present value. The fair value of the database was determined using a combination of the lost profits and replacement cost methods. The estimated net cash flows were discounted using a discount rate of 16% which is based on the estimated internal rate of return for the acquisition and represents the rate that market participants might use to value the intangible assets. The projected cash flows were based on key assumptions such as: estimates of revenues and operating profits; the time and resources needed to recreate databases and product and commercial development and approval; the life of the commercialized product; and associated risks related to viability and product alternatives. The Company will amortize the intangible assets on a straight-line basis over their estimated useful lives of 17 years for the developed technology and 5 years for the database. This amortization is not deductible for income tax purposes. During the year the internally developed software was written off as it was already included in the fair value of the developed technology.
Goodwill
The $119.7 of goodwill represents the excess of consideration transferred over the fair value of assets acquired and liabilities assumed and is attributable to the benefits expected from combining the Company’s research and commercial operations with Assurex’s. This goodwill is not deductible for income tax purposes. Change in goodwill from the date of acquisition is shown below:
|
|
Carrying
|
|
|
|
amount
|
|
Balance September 30, 2016
|
|
$
|
116.3
|
|
Fair value adjustment to equipment and intangibles
|
|
|
1.7
|
|
Working capital adjustment
|
|
|
3.1
|
|
Change in deferred tax liability
|
|
|
(1.4
|
)
|
Ending balance March 31, 2017
|
|
$
|
119.7
|
|
8
Pro Forma Information
The unaudited pro-forma results presented below include the effects of the Assurex acquisition as if it had been consummated as of July 1, 2015, with adjustments to give effect to pro forma events that are directly attributable to the acquisition which includes adjustments related to the amortization of acquired intangible assets, interest income and expense, and depreciation. The unaudited pro forma results do not reflect any operating efficiency or potential cost savings which may result from the consolidation of Assurex. Accordingly, these unaudited pro forma results are presented for informational purposes only and are not necessarily indicative of what the actual results of operation of the combined company would have been if the acquisition had occurred at the beginning of the period presented nor are they indicative of future results of operations and are not necessarily indicative of results that might have been achieved had the acquisition been consummated as of July 1, 2015.
|
|
Three months ended
|
|
|
Nine months ended
|
|
|
|
March 31,
|
|
|
March 31,
|
|
|
|
2017
|
|
|
2016
|
|
|
2017
|
|
|
2016
|
|
Revenue
|
|
$
|
196.9
|
|
|
$
|
207.4
|
|
|
$
|
582.3
|
|
|
$
|
610.0
|
|
Income from operations
|
|
|
12.9
|
|
|
|
31.5
|
|
|
|
25.3
|
|
|
|
97.1
|
|
Net income (loss)
|
|
|
4.2
|
|
|
|
23.6
|
|
|
|
(9.1
|
)
|
|
|
66.6
|
|
Net income (loss) per share, basic
|
|
$
|
0.06
|
|
|
$
|
0.33
|
|
|
$
|
(0.13
|
)
|
|
$
|
0.95
|
|
Net income (loss) per share, diluted
|
|
$
|
0.06
|
|
|
$
|
0.32
|
|
|
$
|
(0.13
|
)
|
|
$
|
0.91
|
|
To complete the purchase transaction, we incurred approximately $5.0 million of acquisition costs, which were recorded as selling, general and administrative expenses. For the three and nine months ended March 31, 2017, Assurex contributed revenue of approximately $23.9 and $53.0, respectively. For the three and nine months ended March 31, 2017 operating expenses related to Assurex were approximately $27.8 and $69.0, respectively.
Sividon
On May 31, 2016 the Company completed the acquisition of Sividon Diagnostics GmbH (“Sividon”), a leading breast cancer prognostic company with cash paid and total cash consideration transferred of $39.0 upfront and the potential for €15.0 ($16.1 converted at the March 31, 2017 period end exchange rate) in additional performance-based milestones.
Total consideration transferred was allocated to tangible assets acquired and liabilities assumed based on their fair values at the acquisition date as set forth below. We believe the acquisition brings us the best-in-class breast cancer prognostic test and strengthens our market leading oncology portfolio of high value personalized medicine products which can be expanded internationally as well as brought to the US market. These factors contributed to consideration transferred in excess of the fair value of Sividon’s net tangible and intangible assets acquired, resulting in the Company recording goodwill in connection with the transaction. The goodwill related to the purchase is not tax deductible.
Management estimated the fair value of tangible and intangible assets and liabilities in accordance with the applicable accounting guidance for business combinations and utilized the services of third-party valuation consultants. The preliminary allocation of the consideration transferred is based on a preliminary valuation and is subject to potential adjustments. Balances subject to adjustment primarily include tax-related matters, including tax basis of acquired assets and liabilities in the foreign jurisdiction. During the measurement period, the Company may record adjustments to the provisional amounts recognized in the Company’s initial accounting for the acquisition. The Company expects the allocation of the consideration transferred to be final within the measurement period (up to one year from the acquisition date). Based upon updated fair value calculations as of the purchase date there was a decrease in contingent consideration of $0.4 and intangibles of $0.4 which increased goodwill by $0.8 during the nine months ended March 31, 2017.
|
|
Estimated Fair
|
|
|
|
Value
|
|
Current assets
|
|
$
|
2.7
|
|
Intangible assets
|
|
|
45.8
|
|
Equipment
|
|
|
0.3
|
|
Goodwill
|
|
|
18.5
|
|
Current liabilities
|
|
|
(15.4
|
)
|
Total fair value purchase price
|
|
$
|
51.9
|
|
Less: Contingent consideration
|
|
|
(10.9
|
)
|
Less: Cash acquired
|
|
|
(2.0
|
)
|
Total cash consideration transferred
|
|
$
|
39.0
|
|
The acquisition of Sividon has been deemed insignificant in relation to the consolidated financial statements. As such, pro forma financial information is not provided.
9
(3)
|
MARKETABLE INVESTMENT SECURITIES
|
The Company has classified its marketable investment securities as available-for-sale securities. These securities are carried at estimated fair value with unrealized holding gains and losses, net of the related tax effect, included in accumulated other comprehensive loss in stockholders’ equity until realized. Gains and losses on investment security transactions are reported on the specific-identification method. Dividend and interest income are recognized when earned. The amortized cost, gross unrealized holding gains, gross unrealized holding losses, and fair value for available-for-sale securities by major security type and class of security at March 31, 2017 and June 30, 2016 were as follows:
|
|
|
|
|
|
Gross
|
|
|
Gross
|
|
|
|
|
|
|
|
|
|
|
|
unrealized
|
|
|
unrealized
|
|
|
|
|
|
|
|
Amortized
|
|
|
holding
|
|
|
holding
|
|
|
Estimated
|
|
|
|
cost
|
|
|
gains
|
|
|
losses
|
|
|
fair value
|
|
At March 31, 2017:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
106.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
106.6
|
|
Cash equivalents
|
|
|
17.2
|
|
|
|
—
|
|
|
|
—
|
|
|
$
|
17.2
|
|
Total cash and cash equivalents
|
|
|
123.8
|
|
|
|
—
|
|
|
|
—
|
|
|
|
123.8
|
|
Available-for-sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate bonds and notes
|
|
|
41.5
|
|
|
|
—
|
|
|
|
(0.1
|
)
|
|
|
41.4
|
|
Municipal bonds
|
|
|
43.5
|
|
|
|
—
|
|
|
|
—
|
|
|
|
43.5
|
|
Federal agency issues
|
|
|
11.6
|
|
|
|
—
|
|
|
|
—
|
|
|
|
11.6
|
|
US government securities
|
|
|
5.2
|
|
|
|
—
|
|
|
|
—
|
|
|
|
5.2
|
|
Total
|
|
$
|
225.6
|
|
|
$
|
—
|
|
|
$
|
(0.1
|
)
|
|
$
|
225.5
|
|
|
|
|
|
|
|
Gross
|
|
|
Gross
|
|
|
|
|
|
|
|
|
|
|
|
unrealized
|
|
|
unrealized
|
|
|
|
|
|
|
|
Amortized
|
|
|
holding
|
|
|
holding
|
|
|
Estimated
|
|
|
|
cost
|
|
|
gains
|
|
|
losses
|
|
|
fair value
|
|
At June 30, 2016:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
66.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
66.1
|
|
Cash equivalents
|
|
|
2.4
|
|
|
|
—
|
|
|
|
—
|
|
|
|
2.4
|
|
Total cash and cash equivalents
|
|
|
68.5
|
|
|
|
—
|
|
|
|
—
|
|
|
|
68.5
|
|
Available-for-sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate bonds and notes
|
|
|
50.8
|
|
|
|
0.2
|
|
|
|
—
|
|
|
|
51.0
|
|
Municipal bonds
|
|
|
85.4
|
|
|
|
0.2
|
|
|
|
—
|
|
|
|
85.6
|
|
Federal agency issues
|
|
|
25.5
|
|
|
|
—
|
|
|
|
—
|
|
|
|
25.5
|
|
US government securities
|
|
|
8.2
|
|
|
|
0.1
|
|
|
|
—
|
|
|
|
8.3
|
|
Total
|
|
$
|
238.4
|
|
|
$
|
0.5
|
|
|
$
|
—
|
|
|
$
|
238.9
|
|
Cash, cash equivalents, and maturities of debt securities classified as available-for-sale securities are as follows at March 31, 2017:
|
|
Amortized
|
|
|
Estimated
|
|
|
|
cost
|
|
|
fair value
|
|
Cash
|
|
$
|
106.6
|
|
|
$
|
106.6
|
|
Cash equivalents
|
|
|
17.2
|
|
|
|
17.2
|
|
Available-for-sale:
|
|
|
|
|
|
|
|
|
Due within one year
|
|
|
48.3
|
|
|
|
48.3
|
|
Due after one year through five years
|
|
|
52.0
|
|
|
|
51.9
|
|
Due after five years
|
|
|
1.5
|
|
|
|
1.5
|
|
Total
|
|
$
|
225.6
|
|
|
$
|
225.5
|
|
10
(4)
|
PROPERTY, PLANT AND
EQUIPMENT, NET
|
|
|
March 31,
|
|
|
June 30,
|
|
|
|
2017
|
|
|
2016
|
|
Land
|
|
$
|
2.2
|
|
|
$
|
2.3
|
|
Buildings and improvements
|
|
|
16.3
|
|
|
|
17.3
|
|
Leasehold improvements
|
|
|
22.0
|
|
|
|
18.7
|
|
Equipment
|
|
|
105.8
|
|
|
|
103.4
|
|
|
|
|
146.3
|
|
|
|
141.7
|
|
Less accumulated depreciation
|
|
|
(93.3
|
)
|
|
|
(83.4
|
)
|
Property, plant and equipment, net
|
|
$
|
53.0
|
|
|
$
|
58.3
|
|
|
|
Three months ended
|
|
|
Nine months ended
|
|
|
|
March 31,
|
|
|
March 31,
|
|
|
|
2017
|
|
|
2016
|
|
|
2017
|
|
|
2016
|
|
Depreciation expense
|
|
$
|
3.7
|
|
|
$
|
3.5
|
|
|
$
|
11.0
|
|
|
$
|
10.6
|
|
(5)
|
GOODWILL AND INTANGIBLE ASSETS
|
Goodwill
The Company has recorded goodwill of $315.0 from the acquisitions of Assurex that was completed on August 31, 2016, Sividon that was completed on May 31, 2016, Privatklinik Dr. Robert Schindlbeck GmbH & Co. KG (the “Clinic”) that was completed on February 27, 2015, Crescendo Bioscience, Inc. that was completed on February 28, 2014 and Rules-Based Medicine, Inc. that was completed on May 31, 2011. Of this goodwill, $249.9 relates to the Company’s diagnostic segment and $65.1 relates to the other segment. The following summarizes changes to the goodwill balance for the nine months ended March 31, 2017:
|
|
Carrying
amount
|
|
Beginning balance July 1, 2016
|
|
$
|
195.3
|
|
Acquisitions (see note 2)
|
|
|
119.7
|
|
Adjustments to acquisitions (see note 2)
|
|
|
0.8
|
|
Translation adjustments
|
|
|
(0.8
|
)
|
Ending balance March 31, 2017
|
|
$
|
315.0
|
|
Intangible Assets
Intangible assets primarily consist of amortizable assets of purchased licenses and technologies, customer relationships, and trade names as well as non-amortizable intangible assets of in-process technologies and research and development. The following summarizes the amounts reported as intangible assets:
|
|
Gross
|
|
|
|
|
|
|
|
|
|
|
|
Carrying
|
|
|
Accumulated
|
|
|
|
|
|
|
|
Amount
|
|
|
Amortization
|
|
|
Net
|
|
At March 31, 2017:
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchased licenses and technologies
|
|
$
|
523.9
|
|
|
$
|
(52.0
|
)
|
|
$
|
471.9
|
|
Customer relationships
|
|
|
4.7
|
|
|
|
(2.7
|
)
|
|
|
2.0
|
|
Trademarks
|
|
|
3.0
|
|
|
|
(0.8
|
)
|
|
|
2.2
|
|
Total amortized intangible assets
|
|
|
531.6
|
|
|
|
(55.5
|
)
|
|
|
476.1
|
|
In-process research and development
|
|
|
22.0
|
|
|
|
—
|
|
|
|
22.0
|
|
Total unamortized intangible assets
|
|
|
22.0
|
|
|
|
—
|
|
|
|
22.0
|
|
Total intangible assets
|
|
$
|
553.6
|
|
|
$
|
(55.5
|
)
|
|
$
|
498.1
|
|
11
|
|
Gross
|
|
|
|
|
|
|
|
|
|
|
|
Carrying
|
|
|
Accumulated
|
|
|
|
|
|
|
|
Amount
|
|
|
Amortization
|
|
|
Net
|
|
At June 30, 2016:
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchased licenses and technologies
|
|
$
|
228.7
|
|
|
$
|
(28.5
|
)
|
|
$
|
200.2
|
|
Customer relationships
|
|
|
4.7
|
|
|
|
(2.4
|
)
|
|
|
2.3
|
|
Trademarks
|
|
|
3.0
|
|
|
|
(0.6
|
)
|
|
|
2.4
|
|
Total amortized intangible assets
|
|
|
236.4
|
|
|
|
(31.5
|
)
|
|
|
204.9
|
|
In-process research and development
|
|
|
22.6
|
|
|
|
—
|
|
|
|
22.6
|
|
Total unamortized intangible assets
|
|
|
22.6
|
|
|
|
—
|
|
|
|
22.6
|
|
Total intangible assets
|
|
$
|
259.0
|
|
|
$
|
(31.5
|
)
|
|
$
|
227.5
|
|
The Company recorded amortization expense during the respective periods for these intangible assets as follows:
|
|
Three months ended
|
|
|
Nine months ended
|
|
|
|
March 31,
|
|
|
March 31,
|
|
|
|
2017
|
|
|
2016
|
|
|
2017
|
|
|
2016
|
|
Amortization of intangible assets
|
|
$
|
9.2
|
|
|
$
|
3.1
|
|
|
$
|
24.0
|
|
|
$
|
9.4
|
|
(6)
|
COST BASIS INVESTMENT
|
During the quarter ended March 31, 2017, the Company sold its investment in RainDance Technologies, Inc., which had been recorded under the cost method as an “Other Asset” on the Company’s condensed consolidated balance sheet. Initial cost method fair value of the investment was $5.0. During the quarter ended December 31, 2016 we recognized a $2.4 impairment on this investment based on indications suggesting that the fair value of this investment was impaired. During the quarter ended March 31, 2017 the remaining investment was sold for $2.6.
|
|
March 31,
|
|
|
June 30,
|
|
|
|
2017
|
|
|
2016
|
|
Employee compensation and benefits
|
|
$
|
49.3
|
|
|
$
|
37.3
|
|
Accrued taxes payable
|
|
|
3.0
|
|
|
|
2.8
|
|
Other
|
|
|
11.7
|
|
|
|
9.4
|
|
Total accrued liabilities
|
|
$
|
64.0
|
|
|
$
|
49.5
|
|
On August 31, 2016, the Company entered into a Credit Agreement pursuant to which it borrowed term loans in an aggregate principal amount of $200.0 (the “Term Loan”). The Term Loan was to mature on August 31, 2017. There were no scheduled principal payments of the Term Loan prior to its maturity date.
The proceeds of the Term Loan were used to (i) finance the acquisition of Assurex, (ii) refinance certain existing indebtedness of Assurex and its subsidiaries, (iii) pay fees, commissions, transactions costs and expenses incurred in connection with the foregoing, and (iv) for working capital and other general corporate purposes.
On December 23, 2016, the Company entered into a senior secured revolving credit facility (the “Facility”). A portion of the proceeds of the Facility were used to extinguish in full the obligations under the Term Loan. The Company recognized a $1.3 loss on extinguishment during the quarter ending December 31, 2016 reflected as a component of interest expense on the condensed consolidated statement of operations.
On December 23, 2016, the Company entered into a senior secured revolving credit facility (the “Facility”) by and among Myriad, as borrower, the lenders from time to time party thereto, providing for the Facility in an aggregate principal amount of up to $300.0, which amount shall include $10.0 sublimits, in each case, for swingline loans and letters of credit. Pursuant to the Facility, Myriad borrowed revolving loans in an aggregate principal amount of $205.0 with $0.7 upfront fees and $0.3 debt issuance costs recorded as a debt discount to be amortized over the term of the Facility resulting in current net long-term debt of $204.0. The Facility matures on December 23, 2021. There are no scheduled principal payments of the Facility prior to its maturity date.
12
The proceeds of the Facility were used (i) to refinance i
n full the obligations under the Term Loan, (ii) to pay any fees and expenses related thereto, and (iii) for working capital and general corporate purposes.
The Facility contains customary loan terms, interest rates, representations and warranties, affirmative and negative covenants, in each case, subject to customary limitations, exceptions and exclusions. The Credit Agreement also contains certain customary events of default.
Covenants in the Facility, which went into effect during the quarter ending March 31, 2017, impose operating and financial restrictions on the Company. These restrictions may prohibit or place limitations on, among other things, the Company’s ability to incur additional indebtedness, create certain types of liens, mergers or consolidations, and/or change in control transactions. The Facility may also prohibit or place limitations on the Company’s ability to sell assets, pay dividends or provide other distributions to shareholders. The Company must maintain a specified leverage and interest ratios measured as of the end of each quarter as a financial covenant in the Facility. We were in compliance with all financial covenants at March 31, 2017.
During the quarter ended March 31, 2017 the company made $37.0 in principal repayments.
The Facility is secured by a first-lien security interest in substantially all of the assets of Myriad and certain of its domestic subsidiaries and each such domestic subsidiary of Myriad has guaranteed the repayment of the Facility. Amounts outstanding under the Facility were as follows:
|
|
March 31,
|
|
|
June 30,
|
|
|
|
2017
|
|
|
2016
|
|
Long-term debt
|
|
$
|
168.1
|
|
|
$
|
—
|
|
Long-term debt discount
|
|
|
(1.0
|
)
|
|
|
—
|
|
Net long-term debt
|
|
$
|
167.1
|
|
|
$
|
—
|
|
(10)
|
OTHER LONG TERM LIABILITIES
|
|
|
March 31,
|
|
|
June 30,
|
|
|
|
2017
|
|
|
2016
|
|
Sividon contingent consideration
|
|
|
14.3
|
|
|
|
10.4
|
|
Pension obligation
|
|
|
5.9
|
|
|
|
5.9
|
|
Other
|
|
|
1.3
|
|
|
|
1.9
|
|
Total other long term liabilities
|
|
$
|
21.5
|
|
|
$
|
18.2
|
|
During the current period $128.2 of contingent consideration for Assurex was moved from long to short-term to reflect the expectation of payment in less than one year.
The Company has two non-contributory defined benefit pension plans for its current and former Clinic employees. Participation in the plans excludes those employees hired after 2002. As of March 31, 2017 the fair value of the plan assets were approximately $0.1 resulting in a net pension liability of $5.9.
(11)
|
PREFERRED AND COMMON STOCKHOLDER’S EQUITY
|
The Company is authorized to issue up to 5.0 shares of preferred stock, par value $0.01 per share. There were no preferred shares outstanding at March 31, 2017.
The Company is authorized to issue up to 150.0 shares of common stock, par value $0.01 per share. There were 68.1 shares issued and outstanding at March 31, 2017.
Common shares issued and outstanding
|
|
Nine months ended
|
|
|
|
March 31,
|
|
|
|
2017
|
|
|
2016
|
|
Common stock issued and outstanding at July 1
|
|
|
69.1
|
|
|
|
68.9
|
|
Common stock issued upon exercise of options and employee
stock plans
|
|
|
0.6
|
|
|
|
4.4
|
|
Repurchase and retirement of common stock
|
|
|
(1.6
|
)
|
|
|
(2.9
|
)
|
Common stock issued and outstanding at March 31
|
|
|
68.1
|
|
|
|
70.4
|
|
13
Basic earnings per share is computed based on the weighted-average number of shares of common stock outstanding. Diluted earnings per share is
computed based on the weighted-average number of shares of common stock, including the dilutive effect of common stock equivalents, outstanding.
The following is a reconciliation of the denominators of the basic and diluted earnings per share (“EPS”) computations:
|
|
Three months ended
|
|
|
Nine months ended
|
|
|
|
March 31,
|
|
|
March 31,
|
|
|
|
2017
|
|
|
2016
|
|
|
2017
|
|
|
2016
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average shares outstanding used to compute
basic EPS
|
|
|
68.1
|
|
|
|
70.9
|
|
|
|
68.1
|
|
|
|
70.1
|
|
Effect of dilutive shares
|
|
|
0.2
|
|
|
|
2.6
|
|
|
|
0.4
|
|
|
|
3.1
|
|
Weighted-average shares outstanding and dilutive
securities used to compute diluted EPS
|
|
|
68.3
|
|
|
|
73.5
|
|
|
|
68.5
|
|
|
|
73.2
|
|
Certain outstanding options and restricted stock units (“RSUs”) were excluded from the computation of diluted earnings per share because the effect would have been anti-dilutive. These potential dilutive common shares, which may be dilutive to future diluted earnings per share, are as follows:
|
|
Three months ended
|
|
|
Nine months ended
|
|
|
|
March 31,
|
|
|
March 31,
|
|
|
|
2017
|
|
|
2016
|
|
|
2017
|
|
|
2016
|
|
Anti-dilutive options and RSU's excluded from EPS
computation
|
|
|
9.2
|
|
|
|
0.1
|
|
|
|
7.0
|
|
|
|
—
|
|
Stock Repurchase Program
In June 2016, the Company’s Board of Directors authorized an eighth share repurchase program of $200.0 of the Company’s outstanding common stock. The Company plans to repurchase its common stock from time to time or on an accelerated basis through open market transactions or privately negotiated transactions as determined by the Company’s 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 March 31, 2017, the Company has $160.7 remaining on its current share repurchase authorization.
The Company uses the par value method of accounting for its stock repurchases. As a result of the stock repurchases, the Company reduced common stock and additional paid-in capital and recorded charges to accumulated deficit. The shares retired, aggregate common stock and additional paid-in capital reductions, and related charges to accumulated deficit for the repurchases for periods ended March 31, 2017 and 2016 were as follows:
|
|
Three months ended
|
|
|
Nine months ended
|
|
|
|
March 31,
|
|
|
March 31,
|
|
|
|
2017
|
|
|
2016
|
|
|
2017
|
|
|
2016
|
|
Shares purchased and retired
|
|
|
—
|
|
|
|
1.2
|
|
|
|
1.6
|
|
|
|
2.9
|
|
Common stock and additional paid-in-capital reductions
|
|
$
|
—
|
|
|
$
|
11.2
|
|
|
$
|
14.5
|
|
|
$
|
26.0
|
|
Charges to retained earnings
|
|
$
|
—
|
|
|
$
|
33.3
|
|
|
$
|
17.1
|
|
|
$
|
81.9
|
|
In order to determine the Company’s quarterly provision for income taxes, the Company used an estimated annual effective tax rate that is based on expected annual income and statutory tax rates in the various jurisdictions in which the Company operates. Certain significant or unusual items are separately recognized in the quarter during which they occur and can be a source of variability in the effective tax rate from quarter to quarter.
Income tax expense for the three months ended March 31, 2017 was $3.8, or approximately 47.5% of pre-tax income, compared to $8.6, or approximately 20.0% of pre-tax income, for the three months ended March 31, 2016. Income tax expense for the nine months ended March 31, 2017 was $15.2, or approximately 63.1% of pre-tax income, compared to $29.7, or approximately 22.6% of pre-tax income, for the nine months ended March 31, 2016. Income tax expense for the three and nine months ended March 31, 2017 is based on the Company’s estimated annual effective tax rate for the full fiscal year ending June 30, 2017, adjusted by discrete items recognized during the period. For the nine months ended March 31, 2017, the Company’s recognized effective tax rate differs from the U.S. federal statutory rate of 35% primarily due to the effect of state income taxes, penalties and interest, certain expenses or adjustments related to acquisitions, changes in valuation allowance, and the prior year adoption of ASU 2016-09 (“ASU2016-09”), Improvements to Employee Share-Based Payment Accounting and other benefits realized
14
from the differences related to the earlier recognition of the tax effect of equity compensation expense from incentive stock options and the deduction realized when those options are
disqualified upon exercise and sale.
The Company files U.S., foreign and state income tax returns in jurisdictions with various statutes of limitations. The Company is currently under audit by the IRS for the fiscal years ended June 30, 2014 and June 30, 2015; the State of New Jersey for the fiscal years June 30, 2007 through 2013; the State of New York for the fiscal years June 30, 2014 through 2015; and the State of California for the fiscal years June 30, 2013 through 2014. Annual and interim tax provisions include amounts considered necessary to pay assessments that may result from examination of prior year tax returns; however, the amount ultimately paid upon resolution of issues may differ materially from the amount accrued.
The FASB issued ASU 2016-09 on March 30, 2016, in an effort to simplify the accounting for income taxes surrounding excess tax benefits. The Company elected early adoption in the fourth quarter of the June 30, 2016 fiscal year. The guidance indicates that the provision is to be adopted prospectively and that any adjustment for the period ending June 30, 2016 must be reflected as of the beginning of the June 30, 2016 fiscal year. Accordingly, adjustments related of the application of ASU 2016-09 in any period following the June 30, 2016 fiscal year are reflected as required in both the effective tax rate, and the deferred tax asset and liabilities. The Company has made an entity-wide accounting policy election to continue to estimate the number of awards that are expected to vest and adjust the estimate when it is likely to change.
(13)
|
SHARE-BASED COMPENSATION
|
The Company maintains a share-based compensation plan, the 2010 Employee, Director and Consultant Equity Incentive Plan, as amended (the “2010 Plan”), that has been approved by the Company’s shareholders. The 2010 Plan allows the Company, under the direction of the Compensation Committee of the Board of Directors, to make grants of stock options, restricted and unrestricted stock awards and other stock-based awards to employees, consultants and directors. On December 1, 2016, the shareholders approved an amendment to the 2010 Plan to add 2.5 to the number of shares of common stock available for grant. At March 31, 2017, 2.7 shares of common stock were available for issuance. If an option or RSU issued or awarded under the 2010 Plan is cancelled or expires without the issuance of shares of common stock, the unissued or reacquired shares, which were subject to the option or RSU, shall again be available for issuance pursuant to the 2010 Plan. In addition, as of March 31, 2017, the Company may grant up to 2.4 additional shares of common stock under the 2010 Plan if options previously granted under the Company’s terminated 2003 Employee, Director and Consultant Option Plan are cancelled or expire without the issuance of shares of common stock by the Company.
The number of shares, terms, and vesting periods are determined by the Company’s Board of Directors or a committee thereof on an option-by-option basis. Options generally vest ratably over service periods of four years. Options granted after December 5, 2012 expire eight years from the date of grant, and options granted prior to that date generally expire ten years from the date of grant. In September 2014, the Company began issuing restricted stock units (“RSUs”) in lieu of stock options. RSUs granted to employees generally vest ratably over four years on the anniversary date of the last day of the month in which the RSUs are granted. The number of RSUs awarded to certain executive officers may be reduced if certain additional performance metrics are not met. Options and restricted stock units granted to our non-employee directors vest in full upon the earlier of (i) one full year of service on the Board following date of grant or (ii) the date of the next annual meeting of stockholders.
Stock Options
A summary of the stock option activity under the Company’s plans for the nine months ended March 31, 2017 is as follows:
|
|
Number
of
shares
|
|
|
Weighted
average
exercise
price
|
|
Options outstanding at June 30, 2016
|
|
|
8.2
|
|
|
$
|
24.52
|
|
Options granted
|
|
|
—
|
|
|
$
|
—
|
|
Less:
|
|
|
|
|
|
|
|
|
Options exercised
|
|
|
(0.1
|
)
|
|
$
|
13.27
|
|
Options canceled or expired
|
|
|
—
|
|
|
$
|
—
|
|
Options outstanding at March 31, 2017
|
|
|
8.1
|
|
|
$
|
24.63
|
|
Options exercisable at March 31, 2017
|
|
|
7.5
|
|
|
$
|
24.49
|
|
As of March 31, 2017, there was $2.2 of total unrecognized share-based compensation expense related to stock options that will be recognized over a weighted-average period of 0.47 years.
15
Restricted Stock Units
A summary of the RSU activity under the Company’s plans for the nine months ended March 31, 2017 is as follows:
|
|
Number
of
shares
|
|
|
Weighted
average
grant date
fair value
|
|
RSUs outstanding at June 30, 2016
|
|
|
1.4
|
|
|
$
|
38.76
|
|
RSUs granted
|
|
|
1.1
|
|
|
$
|
21.47
|
|
Less:
|
|
|
|
|
|
|
|
|
RSUs vested
|
|
|
(0.4
|
)
|
|
$
|
20.26
|
|
RSUs canceled
|
|
|
—
|
|
|
$
|
—
|
|
RSUs outstanding at March 31, 2017
|
|
|
2.1
|
|
|
$
|
33.30
|
|
As of March 31, 2017, there was $36.3 of total unrecognized share-based compensation expense related to RSUs that will be recognized over a weighted-average period of 2.3 years. This unrecognized compensation expense is equal to the fair value of RSUs expected to vest.
Employee Stock Purchase Plan
The Company also has an Employee Stock Purchase Plan that was approved by shareholders in 2012 (the “2012 Purchase Plan”), under which 2.0 shares of common stock have been authorized. Shares are issued under the 2012 Purchase Plan twice yearly at the end of each offering period. As of March 31, 2017, approximately 0.9 shares of common stock have been issued under the 2012 Purchase Plan.
Share-Based Compensation Expense
Share-based compensation expense recognized and included in the condensed consolidated statements of income and comprehensive income was allocated as follows:
|
|
Three months ended
|
|
|
Nine months ended
|
|
|
|
March 31,
|
|
|
March 31,
|
|
|
|
2017
|
|
|
2016
|
|
|
2017
|
|
|
2016
|
|
Cost of molecular diagnostic testing
|
|
$
|
0.2
|
|
|
$
|
0.2
|
|
|
$
|
0.7
|
|
|
$
|
0.7
|
|
Cost of pharmaceutical and clinical services
|
|
|
0.1
|
|
|
|
0.1
|
|
|
|
0.2
|
|
|
|
0.3
|
|
Research and development expense
|
|
|
1.4
|
|
|
|
1.3
|
|
|
|
4.3
|
|
|
|
4.1
|
|
Selling, general, and administrative expense
|
|
|
5.8
|
|
|
|
6.0
|
|
|
|
17.5
|
|
|
|
18.8
|
|
Total share-based compensation expense
|
|
$
|
7.5
|
|
|
$
|
7.6
|
|
|
$
|
22.7
|
|
|
$
|
23.9
|
|
(14)
|
FAIR VALUE MEASUREMENTS
|
The fair value of the Company’s financial instruments reflects the amounts that the Company estimates it will receive in connection with the sale of an asset or pay in connection with the transfer of a liability in an orderly transaction between market participants at the measurement date (exit price). The fair value of contingent consideration related to the Sividon and Assurex acquisitions as well as the long-term debt were categorized as a level 3 liability, as the measurement amount is based primarily on significant inputs not observable in the market. For more information about the Sividon and Assurex acquisitions, see Note 2 "Acquisitions". The fair value hierarchy prioritizes the use of inputs used in valuation techniques into the following three levels:
Level 1—
|
quoted prices in active markets for identical assets and liabilities.
|
Level 2—
|
observable inputs other than quoted prices in active markets for identical assets and liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Some of the Company’s marketable securities primarily utilize broker quotes in a non-active market for valuation of these securities.
|
Level 3—
|
unobservable inputs.
|
All of the Company’s financial instruments are valued using quoted prices in active markets or based on other observable inputs. For Level 2 securities, the Company uses a third party pricing service which provides documentation on an ongoing basis that includes, among other things, pricing information with respect to reference data, methodology, inputs summarized by asset class, pricing application and corroborative information. For Level 3 contingent consideration, we reassess the fair value of expected contingent consideration and the corresponding liability each reporting period using the Monte Carlo Method, which is consistent with the initial measurement of the expected earn out liability. This fair value measurement is considered a Level 3
16
measurement because we estimate projections during the earn out period
utilizing various potential pay-out scenarios. Probabilities were applied to each potential scenario and the resulting values were discounted using a rate that considers weighted average cost of capital as well as a specific risk premium associated with t
he riskiness of the earn out itself, the related projections, and the overall business. The contingent earn out liabilities are classified as a component of long-term and short-term contingent consideration in our consolidated balance sheets.
The fair value of our long-term debt, which we consider a level 3 measurement, is estimated using discounted cash flow analyses, based on the Company’s current estimated incremental borrowing rates for similar borrowing arrangements. The fair value of long-term debt is estimated to be $147.1 at March 31, 2017. Changes to the estimated liabilities are reflected in selling, general and administrative expenses in our consolidated income statements.
The following table sets forth the fair value of the financial assets that the Company re-measures on a regular basis:
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
March 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Money market funds (a)
|
|
$
|
6.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6.5
|
|
Corporate bonds and notes
|
|
|
—
|
|
|
|
45.9
|
|
|
|
—
|
|
|
|
45.9
|
|
Municipal bonds
|
|
|
—
|
|
|
|
49.8
|
|
|
|
—
|
|
|
|
49.8
|
|
Federal agency issues
|
|
|
—
|
|
|
|
11.5
|
|
|
|
—
|
|
|
|
11.5
|
|
US government securities
|
|
|
—
|
|
|
|
5.3
|
|
|
|
—
|
|
|
|
5.3
|
|
Contingent consideration
|
|
|
—
|
|
|
|
—
|
|
|
|
(142.5
|
)
|
|
|
(142.5
|
)
|
Total
|
|
$
|
6.5
|
|
|
$
|
112.5
|
|
|
$
|
(142.5
|
)
|
|
$
|
(23.5
|
)
|
(a)
|
Money market funds are primarily comprised of exchange traded funds and accrued interest
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
June 30, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Money market funds (a)
|
|
$
|
2.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2.4
|
|
Corporate bonds and notes
|
|
|
—
|
|
|
|
51.0
|
|
|
|
—
|
|
|
|
51.0
|
|
Municipal bonds
|
|
|
—
|
|
|
|
85.6
|
|
|
|
—
|
|
|
|
85.6
|
|
Federal agency issues
|
|
|
—
|
|
|
|
25.5
|
|
|
|
—
|
|
|
|
25.5
|
|
US government securities
|
|
|
—
|
|
|
|
8.3
|
|
|
|
—
|
|
|
|
8.3
|
|
Contingent consideration
|
|
|
—
|
|
|
|
—
|
|
|
|
(10.4
|
)
|
|
|
(10.4
|
)
|
Total
|
|
$
|
2.4
|
|
|
$
|
170.4
|
|
|
$
|
(10.4
|
)
|
|
$
|
162.4
|
|
(a)
|
Money market funds are primarily comprised of exchange traded funds and accrued interest
|
The following table reconciles the change in the fair value of the contingent consideration during the periods presented:
|
|
Carrying
amount
|
|
Balance June 30, 2016
|
|
$
|
10.4
|
|
Purchases (see note 2)
|
|
|
130.0
|
|
Adjustments to purchase accounting
|
|
|
0.5
|
|
Change in fair value recognized in the income statement
|
|
|
1.9
|
|
Translation adjustments recognized in other comprehensive income
|
|
|
(0.3
|
)
|
Ending balance March 31, 2017
|
|
$
|
142.5
|
|
(15)
|
COMMITMENTS AND CONTINGENCIES
|
The Company is subject to various claims and legal proceedings covering matters that arise in the ordinary course of its business activities. As of March 31, 2017, the management of the Company believes any liability that may ultimately result from the resolution of these matters will not have a material adverse effect on the Company’s consolidated financial position, operating results, or cash flows.
17
(16)
|
EMPLOYEE DEFERRED SAVINGS PLAN
|
The Company has a deferred savings plan which qualifies under Section 401(k) of the Internal Revenue Code. Substantially all of the Company’s U.S. employees are covered by the plan. The Company makes matching contributions of 50% of each employee’s contribution with the employer’s contribution not to exceed 4% of the employee’s compensation. The Company’s recorded contributions to the plan as follows:
|
|
Three months ended
|
|
|
Nine months ended
|
|
|
|
March 31,
|
|
|
March 31,
|
|
|
|
2017
|
|
|
2016
|
|
|
2017
|
|
|
2016
|
|
Deferred savings plan contributions
|
|
$
|
1.8
|
|
|
$
|
1.4
|
|
|
$
|
4.8
|
|
|
$
|
4.1
|
|
(17)
|
SEGMENT AND RELATED INFORMATION
|
The Company’s business is aligned with how the Chief Operating Decision Maker reviews performance and makes decisions in managing the Company. The business units have been aggregated into two reportable segments: (i) diagnostics and (ii) other. The diagnostics segment provides testing and collaborative development of testing that is designed to assess an individual’s risk for developing disease later in life, identify a patient’s likelihood of responding to drug therapy and guide a patient’s dosing to ensure optimal treatment, or assess a patient’s risk of disease progression and disease recurrence. The other segment provides testing products and services to the pharmaceutical, biotechnology and medical research industries, research and development, and clinical services for patients, and includes corporate services such as finance, human resources, legal and information technology.
Segment revenue and operating income (loss) were as follows during the periods presented:
|
|
Diagnostics
|
|
|
Other
|
|
|
Total
|
|
Three months ended March 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
185.2
|
|
|
$
|
11.7
|
|
|
$
|
196.9
|
|
Depreciation and amortization
|
|
|
11.6
|
|
|
|
1.3
|
|
|
|
12.9
|
|
Segment operating income (loss)
|
|
|
31.0
|
|
|
|
(18.1
|
)
|
|
|
12.9
|
|
Three months ended March 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
177.4
|
|
|
$
|
13.1
|
|
|
$
|
190.5
|
|
Depreciation and amortization
|
|
|
5.4
|
|
|
|
1.2
|
|
|
|
6.6
|
|
Segment operating income (loss)
|
|
|
59.2
|
|
|
|
(16.6
|
)
|
|
|
42.6
|
|
Nine months ended March 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
534.2
|
|
|
$
|
36.7
|
|
|
$
|
570.9
|
|
Depreciation and amortization
|
|
|
31.0
|
|
|
|
4.0
|
|
|
|
35.0
|
|
Segment operating income (loss)
|
|
|
93.7
|
|
|
|
(61.3
|
)
|
|
|
32.4
|
|
Nine months ended March 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
532.0
|
|
|
$
|
35.4
|
|
|
$
|
567.4
|
|
Depreciation and amortization
|
|
|
16.2
|
|
|
|
3.8
|
|
|
|
20.0
|
|
Segment operating income (loss)
|
|
|
186.3
|
|
|
|
(55.1
|
)
|
|
|
131.2
|
|
|
|
Three months ended
|
|
|
Nine months ended
|
|
|
|
March 31,
|
|
|
March 31,
|
|
|
|
2017
|
|
|
2016
|
|
|
2017
|
|
|
2016
|
|
Total operating income for reportable segments
|
|
$
|
12.9
|
|
|
$
|
42.6
|
|
|
$
|
32.4
|
|
|
$
|
131.2
|
|
Unallocated amounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
|
0.3
|
|
|
|
0.3
|
|
|
|
0.9
|
|
|
|
0.5
|
|
Interest expense
|
|
|
(1.5
|
)
|
|
|
—
|
|
|
|
(4.8
|
)
|
|
|
(0.2
|
)
|
Change in the fair value of contingent consideration
|
|
|
(5.2
|
)
|
|
|
—
|
|
|
|
(2.0
|
)
|
|
|
—
|
|
Other
|
|
|
1.5
|
|
|
|
0.2
|
|
|
|
(2.4
|
)
|
|
|
0.2
|
|
Income from operations before income taxes
|
|
|
8.0
|
|
|
|
43.1
|
|
|
|
24.1
|
|
|
|
131.7
|
|
Income tax provision
|
|
|
3.8
|
|
|
|
8.6
|
|
|
|
15.2
|
|
|
|
29.7
|
|
Net income
|
|
|
4.2
|
|
|
|
34.5
|
|
|
|
8.9
|
|
|
|
102.0
|
|
Net loss attributable to non-controlling interest
|
|
|
—
|
|
|
|
—
|
|
|
|
(0.1
|
)
|
|
|
—
|
|
Net income attributable to Myriad Genetics, Inc.
stockholders
|
|
$
|
4.2
|
|
|
$
|
34.5
|
|
|
$
|
9.0
|
|
|
$
|
102.0
|
|
18
(18)
|
SUPPLEMENTAL CASH FLOW INFORMATION
|
|
|
Nine months ended
|
|
|
|
March 31,
|
|
|
|
2017
|
|
|
2016
|
|
Cash paid during the period for income taxes
|
|
$
|
8.5
|
|
|
$
|
28.5
|
|
Non-cash investing and financing activities:
|
|
|
|
|
|
|
|
|
Fair value adjustment on marketable investment
securities recorded to other stockholder's equity
|
|
|
(0.5
|
)
|
|
|
0.2
|
|
19