XML 87 R10.htm IDEA: XBRL DOCUMENT
v3.19.3

Acquisitions | 3 Months Ended
--- | ---
Sep. 30, 2019
Business Combinations [Abstract] |
Acquisitions |
(3) | ACQUISITIONS
Acquisition of Counsyl, Inc. On July 31, 2018, the Company completed the acquisition of Counsyl, Inc. (“Counsyl”), a leading provider of genetic testing and DNA analysis services, pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated May 25, 2018. Pursuant to the terms of the Merger Agreement, Myriad Merger Sub, Inc., a newly-created wholly-owned subsidiary of the Company, was merged with and into Counsyl, with Counsyl continuing as the surviving corporation and a wholly-owned subsidiary of Myriad. The Company believes the acquisition allows for greater entry into the high-growth reproductive testing market, with the ability to become a leader in women’s health genetic testing. The Company acquired Counsyl for total consideration of $405.9, consisting of $278.5 in cash, financed in part by the Amendment to the Facility (see Note 8) and 2,994,251 shares of common stock issued, valued at $127.4. The shares were issued and valued as of July 31, 2018 at a per share market closing price of $42.53. To complete the purchase transaction, the Company incurred approximately $6.8 of acquisition costs, which were recorded as selling, general and administrative expenses in the period incurred. Of the cash consideration, $5.0 was deposited into an escrow account to fund any post-closing adjustments payable to Myriad based upon differences between the estimated working capital and the actual working capital of Counsyl at closing. Consideration transferred was allocated to the tangible and intangible assets acquired and liabilities assumed based on their fair values as of the acquisition date. Management estimated the fair value of tangible and intangibl e assets and liabilities in accordance with the applicable accounting guidance for business combinations and utilized the services of third-party valuation consultants. The allocation of the consideration transferred was finalized within the measurement pe riod (which was up to one year from the acquisition date).
|  | Estimated Fair Value |
Current assets |  | $ | 42.5 |
Intangible assets |  |  | 290.0 |
Equipment |  |  | 18.2 |
Other assets |  |  | 0.1 |
Goodwill |  |  | 99.3 |
Current liabilities |  |  | (19.6 | )
Long term liabilities |  |  | (0.1 | )
Deferred tax liability |  |  | (9.2 | )
Total fair value purchase price |  | $ | 421.2 |
Less: Cash acquired |  |  | (15.3 | )
Total consideration transferred |  | $ | 405.9 |
Identifiable Intangible Assets Through its acquisition of Counsyl, the Company acquired intangible assets that consisted of developed screening processes with an estimated fair value of $290.0. The fair values of these developed screening processes were estimated using a probability-weighted income approach that discounts expected future cash flows to present value. Under the probability-weighted income approach, the estimated net cash flows from these developed screening processes were discounted using a discount rate of 12.5%, which is based on the estimated internal rate of return for the acquired developed screening processes and represents the rate that market participants may use to value these intangible assets. The Company will amortize these intangible assets on a straight-line basis over their estimated useful lives of 12 years. Goodwill The goodwill represents the excess of consideration transferred over the fair value of assets acquired and liabilities assumed from Counsyl and is attributable to the benefits expected from combining the Company’s expertise with Counsyl’s technology and customer insights and the opportunity to integrate genetic screening into clinical practice with OBGYNs. Changes in goodwill since the Counsyl acquisition as of September 30, 2019 are shown below:
|  | Carrying |
|  | amount |
Balance September 30, 2018 |  | $ | 94.9 |
Fair value adjustment to equipment |  |  | 0.7 |
Intangible adjustment |  |  | 2.9 |
Working capital adjustment |  |  | (1.1 | )
Change in deferred tax liability |  |  | 1.9 |
Balance September 30, 2019 |  | $ | 99.3 |
This goodwill is not deductible for income tax purposes. Pro Forma Information (Unaudited) The unaudited pro-forma results presented below include the effects of the Counsyl acquisition as if it had been consummated as of July 1, 2017, 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 that may result from the consol idation of Counsyl. 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 occur red 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, 2017.
|  | Three months ended |
|  | September 30, |
|  | 2019 |  |  | 2018 |
Revenue |  | $ | 186.3 |  |  | $ | 212.5 |
Income (loss) from operations |  |  | (20.9 | ) |  |  | 11.5 |
Net income (loss) |  |  | (20.6 | ) |  |  | 8.6 |
Earnings (loss) per share, basic |  | $ | (0.28 | ) |  | $ | 0.11 |
Earnings (loss) per share, diluted |  | $ | (0.28 | ) |  | $ | 0.11 |

X
- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
Name: | us-gaap_BusinessCombinationDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_BusinessCombinationsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration