UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended June 30, 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.) |
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320 Wakara Way, Salt Lake City, UT (Address of principal executive offices) |
| 84108 (Zip Code) |
Registrant's telephone number, including area code: (801) 584-3600
Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each class |
| Name of each exchange on which registered |
Common Stock, $.01 Par Value Per Share |
| The NASDAQ Global Select Market |
Securities registered pursuant to Section 12(g) of the Exchange Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒
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 submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes ☒ No ☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of "large accelerated filer", "accelerated filer", and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer | ☒ |
| Accelerated filer | ☐ | |
Non-accelerated filer | ☐ | (do not check if a smaller reporting company) | Smaller reporting company | ☐ | |
Emerging growth company | ☐ |
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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 ☒
The aggregate market value of the registrant's common stock held by non-affiliates of the registrant (without admitting that any person whose shares are not included in such calculation is an affiliate), computed by reference to the price at which the common stock was last sold on December 31, 2017, the last business day of the registrant's most recently completed second fiscal quarter, was $2,331,343,328.
As of August 20, 2018 the registrant had 70,920,354 shares of common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents (or parts thereof) are incorporated by reference into the following parts of this Form 10-K: Certain information required in Part III of this Annual Report on Form 10-K is incorporated from the Registrant's Proxy Statement, to be filed no later than 120 days following June 30, 2018, for the Annual Meeting of Stockholders to be held on November 29, 2018.
TABLE OF CONTENTS
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PART I | ||||
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Item 1. |
| Business |
| 3 |
Item 1A. |
| Risk Factors |
| 17 |
Item 1B. |
| Unresolved Staff Comments |
| 34 |
Item 2. |
| Properties |
| 34 |
Item 3. |
| Legal Proceedings |
| 35 |
Item 4. |
| Mine Safety Disclosures |
| 35 |
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PART II | ||||
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Item 5. |
| Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |
| 36 |
Item 6. |
| Selected Financial Data |
| 38 |
Item 7. |
| Management's Discussion and Analysis of Financial Condition and Results of Operations |
| 39 |
Item 7A. |
| Quantitative and Qualitative Disclosures About Market Risk |
| 49 |
Item 8. |
| Financial Statements and Supplementary Data |
| 50 |
Item 9. |
| Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
| 92 |
Item 9A. |
| Controls and Procedures |
| 92 |
Item 9B. |
| Other Information |
| 94 |
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PART III | ||||
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Item 10. |
| Directors, Executive Officers and Corporate Governance |
| 95 |
Item 11. |
| Executive Compensation |
| 95 |
Item 12. |
| Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
| 95 |
Item 13. |
| Certain Relationships and Related Transactions, and Director Independence |
| 95 |
Item 14. |
| Principal Accounting Fees and Services |
| 95 |
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PART IV | ||||
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Item 15. |
| Exhibits, Financial Statement Schedules |
| 96 |
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Signatures |
| 100 | ||
"We," "us," "Myriad" and the "Company" as used in this Annual Report on Form 10-K refer to Myriad Genetics, Inc., a Delaware corporation, and its subsidiaries.
"Myriad," BRAC Analysis , BRAC Analysis CDx, BART, COLARIS, COLARIS AP , MELARIS, myPath, myPlan, myChoice, myRisk, Myriad myRisk, PANEXIA, PREZEON, Prolaris, myChoice HRD, Vectra, Vectraview, TruCulture, DiscoveryMAP , RodentMap, GeneSight, and EndoPredict are registered trademarks or trademarks of Myriad.
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