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INDEX TO FORM 10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)  

ý

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

For the quarterly period ended September 30, 2002

OR

o

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 ý    No o

        As of October 31, 2002 the registrant had 23,902,577 shares of $0.01 par value common stock outstanding.

MYRIAD GENETICS, INC.


INDEX TO FORM 10-Q

 
   
PART I—Financial Information

Item 1.

 

Financial Statements:

 

 

Condensed Consolidated Balance Sheets as of September 30, 2002 (unaudited) and June 30, 2002

 

 

Condensed Consolidated Statements of Operations for the three months ended September 30, 2002 and 2001 (unaudited)

 

 

Condensed Consolidated Statements of Cash Flows for the three months ended September 30, 2002 and 2001 (unaudited)

 

 

Notes to Condensed Unaudited Consolidated Financial Statements

Item 2.

 

Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 3.

 

Quantitative and Qualitative Disclosures About Market Risk

Item 4.

 

Controls and Procedures

PART II—Other Information

Item 1.

 

Legal Proceedings

Item 2.

 

Changes in Securities and Use of Proceeds

Item 3.

 

Defaults Upon Senior Securities

Item 4.

 

Submission of Matters to a Vote of Security Holders

Item 5.

 

Other Information

Item 6.

 

Exhibits and Reports on Form 8-K

Signatures and Certifications


MYRIAD GENETICS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

 
  (Unaudited)
Sep. 30, 2002

  June 30, 2002
 
 
  (in thousands, except per share amounts)

 
Assets              
Current assets:              
  Cash and cash equivalents   $ 48,519   $ 61,067  
  Marketable investment securities     10,011     12,008  
  Prepaid expenses     3,978     4,827  
  Trade accounts receivable, less allowance for doubtful accounts of $610 at Sep. 30, 2002 and $505 at June 30, 2002     8,702     7,233  
  Other receivables     651     220  
  Related party receivables     513      
   
 
 
    Total current assets     72,374     85,355  
   
 
 
Equipment and leasehold improvements:              
  Equipment     28,162     26,409  
  Leasehold improvements     6,617     5,384  
   
 
 
      34,779     31,793  
  Less accumulated depreciation and amortization     17,441     16,360  
   
 
 
    Net equipment and leasehold improvements     17,338     15,433  
Long-term marketable investment securities     45,131     51,168  
Other assets     5,259     5,434  
   
 
 
    $ 140,102   $ 157,390  
   
 
 

Liabilities and Stockholders' Equity

 

 

 

 

 

 

 
Current liabilities:              
  Accounts payable   $ 5,862   $ 9,462  
  Related party payable         1,038  
  Accrued liabilities     3,250     3,591  
  Deferred revenue     6,973     14,430  
   
 
 
    Total current liabilities     16,085     28,521  
Stockholders' equity:              
  Preferred stock, $0.01 par value. 5,000 shares authorized, no shares issued and outstanding          
  Common stock, $0.01 par value, 60,000 shares authorized; issued and outstanding 23,835 at Sep. 30, 2002 and 23,817 at June 30, 2002     238     238  
  Additional paid-in capital     202,361     202,149  
  Accumulated other comprehensive income     560     308  
  Accumulated deficit     (79,142 )   (73,826 )
   
 
 
    Total stockholders' equity     124,017     128,869  
   
 
 
    $ 140,102   $ 157,390  
   
 
 

See accompanying notes to condensed consolidated financial statements.


MYRIAD GENETICS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

 
  Three Months Ended
 
 
  (Unaudited)
Sep. 30, 2002

  (Unaudited)
Sep. 30, 2001

 
 
  (in thousands, except per share amounts)

 
Revenues:              
  Research revenue   $ 7,015   $ 7,673  
  Related party research revenue     632      
   
 
 
    Total research revenue     7,647     7,673  
  Predictive medicine revenue     7,864     5,517  
   
 
 
    Total revenues     15,511     13,190  
Costs and expenses:              
  Predictive medicine cost of revenue     2,921     2,272  
  Research and development expense     10,946     8,261  
  Selling, general and administrative expense     7,716     5,624  
   
 
 
    Total costs and expenses     21,583     16,157  
   
 
 
    Operating loss     (6,072 )   (2,967 )
Other income (expense):              
  Interest income     842     1,931  
  Other     39     (24 )
   
 
 
    Loss before taxes     (5,191 )   (1,060 )
Income taxes     125     125  
   
 
 
    Net loss   $ (5,316 ) $ (1,185 )
   
 
 
Basic and diluted loss per share   $ (0.22 ) $ (0.05 )
   
 
 
Basic and diluted weighted average shares outstanding     23,827     23,483  

See accompanying notes to condensed consolidated financial statements.


MYRIAD GENETICS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 
  Three Months Ended
 
 
  (Unaudited)
Sep. 30, 2002

  (Unaudited)
Sep. 30, 2001

 
 
  (dollars in thousands)

 
Cash flows from operating activities:              
  Net loss   $ (5,316 ) $ (1,185 )
  Adjustments to reconcile net loss to net cash used in operating activities:              
    Depreciation and amortization     1,296     1,042  
    Loss (gain) on disposition of assets     (39 )   24  
    Bad debt expense     105     10  
    Changes in operating assets:              
      Trade receivables     (1,574 )   (59 )
      Other receivables     (431 )   (66 )
      Related party receivables     (513 )   440  
      Prepaid expenses     849     556  
      Other assets         28  
      Accounts payable     (3,600 )   (3,954 )
      Accrued liabilities     (341 )   317  
      Related party payable     (1,038 )    
      Deferred revenue     (7,457 )   (6,975 )
   
 
 
        Net cash used in operating activities     (18,059 )   (9,822 )
   
 
 
Cash flows from investing activities:              
  Capital expenditures     (3,020 )   (775 )
  Purchases of marketable investment securities     (12,785 )   (20,205 )
  Proceeds from sales and maturities of marketable investment securities     21,104     41,782  
   
 
 
        Net cash provided by investing activities     5,299     20,802  
   
 
 
Cash flows from financing activities:              
  Net proceeds from issuance of common stock     212     441  
   
 
 
        Net cash provided by financing activities     212     441  
   
 
 
Net increase (decrease) in cash and cash equivalents     (12,548 )   11,421  
Cash and cash equivalents at beginning of period     61,067     35,937  
   
 
 
Cash and cash equivalents at end of period   $ 48,519   $ 47,358  
   
 
 

See accompanying notes to condensed consolidated financial statements.


MYRIAD GENETICS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(1) Basis of Presentation

        The accompanying condensed consolidated financial statements have been prepared by Myriad Genetics, Inc. (the "Company") in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to the applicable rules and regulations of the Securities and Exchange Commission. 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. The 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, 2002, included in the Company's Annual Report on Form 10-K for the year ended June 30, 2002. Operating results for the three month period ended September 30, 2002 may not necessarily be indicative of the results to be expected for any other interim period or for the full year.

        The preparation of financial statements in conformity with generally accepted accounting principles 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 revenues and expenses during the reporting period. Actual results could differ from those estimates.

(2) Comprehensive Loss (Unaudited)

        The components of the Company's comprehensive loss are as follows (in thousands):

 
  Three Months Ended Sep. 30,
 
 
  2002
  2001
 
Net loss   $ (5,316 ) $ (1,185 )
Unrealized gain on available-for-sale securities     252     455  
   
 
 
Comprehensive loss   $ (5,064 ) $ (730 )
   
 
 

(3) Net Loss Per Common Share

        Loss per common share is computed based on the weighted-average number of common shares and, as appropriate, dilutive potential common shares outstanding during the period. Stock options and warrants are considered to be potential common shares.

        Basic loss per common share is the amount of loss for the period available to each share of common stock outstanding during the reporting period. Diluted loss per share is the amount of loss for the period available to each share of common stock outstanding during the reporting period and to each share that would have been outstanding assuming the issuance of common shares for all dilutive potential common shares outstanding during the period.

        In calculating loss per common share the net loss and the weighted average common shares outstanding were the same for both the basic and diluted calculation.

        As of September 30, 2002 and 2001, there were antidilutive potential common shares of 4,605,615 and 3,992,950, respectively. Accordingly, these potential common shares were not included in the computation of diluted loss per share for the periods presented, but may be dilutive to future basic and diluted earnings per share.

(4) Segment and Related Information

        The Company's business units have been aggregated into two reportable segments: (i) research and (ii) predictive medicine. The research segment is focused on the discovery and sequencing of genes related to major common diseases, marketing of subscriptions to proprietary database information, and the development of therapeutic products for the treatment and prevention of major diseases. The predictive medicine segment provides testing to determine predisposition to common diseases.

        The accounting policies of the segments are the same as those described in the basis of presentation (note 1). The Company evaluates segment performance based on results from operations before interest income and expense and other income and expense. The Company's assets are not identifiable by segment.

 
  Research
  Predictive
medicine

  Total
 
  (in thousands)

Three months ended Sep. 30, 2002:              
  Revenues   $ 7,647   7,864   15,511
  Depreciation and amortization     783   513   1,296
  Segment operating loss     4,600   1,472   6,072
Three months ended Sep. 30, 2001:              
  Revenues     7,673   5,517   13,190
  Depreciation and amortization     716   326   1,042
  Segment operating loss     1,557   1,410   2,967
 
  Three Months Ended Sep. 30,
 
 
  2002
  2001
 
 
  (in thousands)

 
Total operating loss for reportable segments   $ (6,072 ) $ (2,967 )
Interest income     842     1,931  
Other     39     (24 )
Income taxes     (125 )   (125 )
   
 
 
Net loss   $ (5,316 ) $ (1,185 )
   
 
 

(5) Related Party Transactions

        In April 2001, we announced the formation of Myriad Proteomics, Inc., a new venture with Hitachi, Ltd., Oracle Corporation, and Friedli Corporate Finance A.G. to map the human proteome. Myriad Proteomics, which is 49 percent owned by the Company, intends to develop and market a proprietary map of the human proteome to pharmaceutical and biotechnology companies for therapeutic and diagnostic product development.

        On July 1, 2002 Myriad Proteomics contracted with the Company for the performance of certain high throughput sequencing services. For the three months ended September 30, 2002 the Company recorded approximately $632,000 of revenues under this agreement with Myriad Proteomics for sequencing performed, which were recorded as related party research revenue in the accompanying condensed consolidated statements of operations.


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

        We are a leading biopharmaceutical company focused on the development and marketing of novel therapeutic and predictive medicine products. We have developed a number of proprietary proteomic technologies that permit us to identify genes, their related proteins and the biological pathways they form. We use this information to better understand the role proteins play in the onset and progression of human disease. We operate two wholly owned subsidiaries, Myriad Pharmaceuticals, Inc. and Myriad Genetic Laboratories, Inc., to commercialize our therapeutic and predictive medicine discoveries. Myriad Pharmaceuticals, Inc. develops and intends to market novel therapeutic products. Myriad Genetic Laboratories, Inc. focuses on the development and marketing of predictive medicine products that assess an individual's risk of developing a specific disease.

        Myriad researchers have made important discoveries in the fields of cancer, viral diseases such as AIDS, and acute thrombosis. These discoveries point to novel disease pathways and have paved the way for the development of new drugs. Additionally, our pipeline of drug targets offers therapeutic opportunities for the treatment of diseases such as heart disease, rheumatoid arthritis, Alzheimer's disease and other central nervous system disorders. We have identified and filed patent applications for 871 drug targets to date. We have also established an extensive portfolio of drug candidates that are under development at Myriad. Fifteen of these drug candidates are in pre-clinical testing. Flurizan™ (MPC-7869), our lead therapeutic product candidate for the treatment of prostate cancer, is currently in a large, multi-center human clinical trial. We also recently submitted an Investigational New Drug (IND) application for the evaluation of MPC-7869 for the treatment of Alzheimer's disease. We intend to independently develop and, subject to regulatory approval, market our therapeutic products, particularly in the area of cancer and infectious diseases.

        We also have developed and commercialized five innovative predictive medicine products: BRACAnalysis®, which is used to assess a woman's risk of developing breast and ovarian cancer, COLARIS® and COLARIS AP™, which are used to determine a person's risk of developing colon cancer, MELARIS™, which is used to determine a person's risk of developing melanoma (a deadly form of skin cancer), and CardiaRisk®, which is used for therapeutic management of hypertensive patients. We market these products using our own internal sales force in the United States and we have entered into marketing collaborations with other organizations in Australia, Austria, Brazil, Canada, Germany, Japan, New Zealand, and Switzerland. Revenues from these proprietary products were $7.9 million for the three months ended September 30, 2002, an increase of 43% or $2.3 million over the same three months of 2001.

        We believe that the future of medicine lies in the creation of new classes of drugs that prevent disease from occurring or progressing and that treat the cause, not just the symptoms, of disease. In addition, we believe that advances in the emerging field of predictive medicine will improve our ability to determine which patients are subject to a greater risk of developing these diseases and who therefore should receive these new preventive medicines.

        We have devoted substantially all of our resources to maintaining our research and development programs, undertaking drug discovery and development, and operating our predictive medicine business. Our revenues have consisted primarily of sales of predictive medicine products and research payments received pursuant to collaborative agreements, upfront fees, and milestone payments. We have yet to attain profitability and, for the three months ended September 30, 2002, we had a net loss of $5.3 million and as of September 30, 2002 had an accumulated deficit of $79.1 million.

        We have formed strategic alliances with 12 major pharmaceutical or multinational companies including Abbott Laboratories, Bayer Corporation, E.I. du Pont de Nemours and Company (DuPont), Eli Lilly and Company, Hitachi Ltd., Hoffmann-LaRoche Inc., Novartis Corporation, Oracle Corporation, Pharmacia Corporation, Schering AG, Schering-Plough Corporation, and Torrey Mesa Research Institute, a subsidiary of Syngenta. We intend to enter into additional collaborative relationships to discover genes, proteins, protein networks, and drug targets associated with common diseases as well as to continue to fund internal research projects. However, we may be unable to enter into additional collaborative relationships on terms acceptable to us.

        We expect to incur losses for at least the next several years, primarily due to expansion of our drug discovery and development efforts, expansion of our research and development programs, launch of new predictive medicine products, and expansion of our facilities. Additionally, we expect to incur substantial sales, marketing and other expenses in connection with building our pharmaceutical and predictive medicine businesses. We expect that losses will fluctuate from quarter to quarter and that such fluctuations may be substantial.

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.    We apply the provisions of Securities and Exchange Commission (SEC) Staff Accounting Bulletin No. 101, Revenue Recognition (SAB 101) to all our revenue transactions. Research revenues include revenues from research and technology licensing agreements. We recognize revenue from research contracts in accordance with the percentage-of-completion method of accounting and following the guidance in Statement of Position 81-1, Accounting for Performance of Construction-Type and Certain Production-Type Contracts. Percent complete is estimated based on costs incurred relative to total estimated contract costs. We make adjustments, if necessary, to the estimates used in the percentage-of-completion method of accounting as work progresses and we gain experience. Our estimates of total contract costs include assumptions, such as estimated research hours to complete, materials costs, and other direct and indirect costs. Actual results may vary significantly from our estimates. Revenues related to up-front payments and technology license fees when continuing involvement or research services are required of us are recognized over the period of performance.

        Predictive medicine revenues include revenues from the sale of predictive medicine products and related marketing agreements. Predictive medicine revenue is recognized upon completion of the test and communication of results. Up-front payments related to marketing agreements are recognized ratably over the life of the agreement.

        Investments in Privately-Held Companies.    We review the valuation of our investments in privately-held biotechnology and pharmaceutical companies for possible impairment as changes in facts and circumstances indicate that impairment should be assessed. The amount of impairment, if any, and valuation of these investments are based on our estimates and, in certain circumstances, the completion of independent, third-party appraisals of the investments. Inherent in these estimates and appraisals are assumptions such as the comparability of the investee to similar publicly traded companies, the value of the investee's underlying research and development efforts, the likelihood that the investee's current research projects will result in a marketable product, and the investee's expected future cash flows. Accordingly, the amount recognized by us upon ultimate liquidation of these investments may vary significantly from the estimated fair values at September 30, 2002.

        Investment In Myriad Proteomics.    In April 2001, we announced the formation of a new alliance with Hitachi, Ltd., Friedli Corporate Finance A.G., and Oracle Corporation to map the human proteome. The newly formed entity, Myriad Proteomics, Inc. intends to develop and market its proprietary proteomic information to pharmaceutical and biotechnology companies for therapeutic and diagnostic product development. We have entered into an agreement with Myriad Proteomics to perform certain high throughput sequencing services.

Results of Operations for the Three Months Ended September 30, 2002 and 2001

        Research revenues for the three months ended September 30, 2002 were $7.0 million compared to $7.7 million for the same three months in 2001. Research revenue is comprised of research payments received pursuant to collaborative agreements, amortization of upfront fees and milestone payments. This decrease of 9% in research revenue is primarily attributable to greater emphasis on our internal research and drug development programs. Research revenue from our research collaboration agreements is generally recognized as related costs are incurred. Consequently, as these programs progress and costs increase or decrease, revenues increase or decrease proportionately.

        Related party research revenues for the three months ended September 30, 2002 were $0.6 million. Related party research revenue is comprised of certain scientific outsourcing services performed for Myriad Proteomics, Inc., which is 49% owned by us.

        Predictive medicine revenues for the three months ended September 30, 2002 were $7.9 million, an increase of 43% or $2.3 million over the same three months in 2001. Predictive medicine revenue is comprised of sales of predictive medicine products and fees and royalties from our predictive medicine product marketing partners. Increased sales and marketing efforts and wider acceptance of our products by the medical community have resulted in increased revenues for the three months ended September 30, 2002. However, there can be no assurance that predictive medicine revenues will continue to increase at historical rates.

        Predictive medicine cost of revenue for the three months ended September 30, 2002 was $2.9 million compared to $2.3 million for the same three months in 2001. This increase of 29% in predictive medicine cost of revenue is primarily due to the 43% increase in predictive medicine revenue for the three months ended September 30, 2002 compared to same three months in 2001. This improvement in predictive medicine cost of revenue as a percentage of predictive medicine revenues resulted from gains in efficiencies in the operations of our predictive medicine business.

        Research and development expenses for the three months ended September 30, 2002 were $10.9 million compared to $8.3 million for the same three months in 2001. This increase of 33% was primarily due to increased costs associated with our ongoing clinical trials in prostate cancer and Alzheimer's disease, other drug development programs, and increased research efforts associated with our Dupont and Abbott Laboratories collaborations.

        Selling, general and administrative expenses for the three months ended September 30, 2002 were $7.7 million compared to $5.6 million for the same three months in 2001. Selling, general and administrative expenses consist primarily of salaries, commissions and related personnel costs for sales, marketing, executive, legal, finance, accounting, human resources and business development personnel, allocated facilities expenses and other corporate expenses. This increase of 37% was primarily attributable to an increase in our sales force plus marketing costs related to our direct-to-consumer campaign to support our predictive medicine business. We anticipate that this larger sales force and increased marketing efforts will enable us to increase awareness of our predictive medicine business. We expect our selling, general and administrative expenses will continue to fluctuate depending on the number and scope of new product launches and our drug discovery and drug development efforts.

        Cash, cash equivalents, and marketable investment securities decreased $32.6 million or 24% from $136.3 million at September 30, 2001 to $103.7 million at September 30, 2002. This decrease in cash, cash equivalents, and marketable investment securities is primarily attributable to capital expenditures for research equipment, leasehold improvements for our new research facilities, increased expenditures for our internal drug development programs and other expenditures incurred in the ordinary course of business. As a result of our decreased cash position and declining interest rates, interest income for the three months ended September 30, 2002 was $0.8 million compared to $1.9 million for the same three months in 2001, a decrease of 56%.

Liquidity and Capital Resources

        Net cash used in operating activities was $18.1 million during the three months ended September 30, 2002 compared to $9.8 million used in operating activities during the same period of the prior fiscal year. Trade receivables increased $1.6 million between June 30, 2002 and September 30, 2002, primarily due to the 43% increase in predictive medicine sales during the same period. Accounts payable decreased by $3.6 million between June 30, 2002 and September 30, 2002, primarily as a result of payments for equipment and lab supplies that were purchased previously. Related party payables decreased $1.0 million between June 30, 2002 and September 30, 20002 due to payments made for equipment purchased from Myriad Proteomics. Deferred revenue, representing the difference in collaborative payments received and research revenue recognized, decreased by $7.5 million between June 30, 2002 and September 30, 2002.

        Our investing activities provided cash of $5.3 million in the three months ended September 30, 2002 and provided cash of $20.8 million in the three months ended September 30, 2001. Investing activities were comprised primarily of changes to marketable investment securities and capital expenditures for research equipment. During the three months ended September 30, 2002, we shifted a portion of our investments from marketable investment securities to cash and cash equivalents due to changes in interest rates.

        Financing activities provided $0.2 million during the three months ended September 30, 2002, due to the exercise of stock options.

        On November 9, 2001, we filed a Form S-3 shelf registration statement with the Securities and Exchange Commission for the sale of up to $250 million of various types of securities, which the SEC declared effective on November 21, 2001. The registered shares are available for sale at our discretion upon the filing of a prospectus supplement with the SEC.

        We believe that with our existing capital resources, we will have adequate funds to maintain our current and planned operations for at least the next two years, although no assurance can be given that changes will not occur that would consume available capital resources before such time. Our future capital requirements will be substantial and will depend on many factors, including:

        Because of our significant long-term capital requirements, we intend to raise funds when conditions are favorable, even if we do not have an immediate need for additional capital at such time.

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.


Item 3. Quantitative and Qualitative Disclosures About Market Risk

        We maintain an investment portfolio in accordance with our Investment Policy. The primary objectives of our Investment Policy are to preserve principal, maintain proper liquidity to meet operating needs and maximize yields. Our Investment Policy specifies credit quality standards for our investments and limits the amount of credit exposure to any single issue, issuer or type of investment.

        Our investments consist of securities of various types and maturities of three years or less, with a maximum average maturity of 12 months. These securities are classified either as available-for-sale or held-to-maturity. Available-for-sale securities are recorded on the balance sheet at fair market value with unrealized gains or losses reported as part of accumulated other comprehensive loss. Held-to-maturity securities are recorded at amortized cost, adjusted for the amortization or accretion of premiums or discounts. Gains and losses on investment security transactions are reported on the specific-identification method. Dividend and interest income are recognized when earned. A decline in the market value of any available-for-sale or held-to-maturity security below cost that is deemed other than temporary results in a charge to earnings and establishes a new cost basis for the security. Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method.

        The securities held in our investment portfolio are subject to interest rate risk. Changes in interest rates affect the fair market value of the marketable investment securities. After a review of our marketable securities as of September 30, 2002, we have determined that in the event of a hypothetical ten percent increase in interest rates, the resulting decrease in fair market value of our marketable investment securities would be insignificant to the consolidated financial statements as a whole.


Item 4. Controls and Procedures

        (a)    Evaluation of Disclosure Controls and Procedures.    The Company's principal executive officer and principal financial officer, after evaluating the effectiveness of the Company's disclosure controls and procedures (as defined in Exchange Act Rules 13a-14(c) and 15d-14(c)) on November 1, 2002, have concluded that, based on such evaluation, the Company's disclosure controls and procedures were adequate and effective to ensure that material information relating to the Company, including its consolidated subsidiaries, was made known to them by others within those entities, particularly during the period in which this Quarterly Report on Form 10-Q was being prepared.

        (b)    Changes in Internal Controls.    There were no significant changes in the Company's internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, nor were there any significant deficiencies or material weaknesses in the Company's internal controls. Accordingly, no corrective actions were required or undertaken.

Certain Factors That May Affect Future Results of Operations

        The Securities and Exchange Commission encourages companies to disclose forward-looking information so that investors can better understand a company's future prospects and make informed investment decisions. This Quarterly Report contains such "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may be made directly in this Quarterly Report, and they may also be made a part of this Quarterly Report by reference to other documents filed with the Securities and Exchange Commission, which is known as "incorporation by reference."

        Words such as "may," "anticipate," "estimate," "expects," "projects," "intends," "plans," "believes" and words and terms of similar substance used in connection with any discussion of future operating or financial performance, identify forward-looking statements. All forward-looking statements are management's present expectations of future events and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. These risks and uncertainties include, among other things: our inability to further identify, develop and achieve commercial success for new products and technologies; the possibility of delays in the research and development necessary to select drug development candidates and delays in clinical trials; the risk that clinical trials may not result in marketable products; the risk that we may be unable to successfully finance and secure regulatory approval of and market our drug candidates; our dependence upon pharmaceutical and biotechnology collaborations; the levels and timing of payments under our collaborative agreements; uncertainties about our ability to obtain new corporate collaborations and acquire new technologies on satisfactory terms, if at all; the development of competing systems; our ability to protect our proprietary technologies; patent-infringement claims; risks of new, changing and competitive technologies and regulations in the United States and internationally; and other factors discussed under the heading "Risk Factors" in our Annual Report on Form 10-K for the year ended June 30, 2002, which has been filed with the Securities and Exchange Commission.

        In light of these assumptions, risks and uncertainties, the results and events discussed in the forward-looking statements contained in this Quarterly Report or in any document incorporated by reference might not occur. Stockholders are cautioned not to place undue reliance on the forward-looking statements, which speak only of the date of this Quarterly Report or the date of the document incorporated by reference in this Quarterly Report. We are not under any obligation, and we expressly disclaim any obligation, to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise. All subsequent forward-looking statements attributable to the Company or to any person acting on its behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section.


PART II—Other Information

Item 1. Legal Proceedings.

        Neither the Company nor any of its subsidiaries is a party to any material legal proceedings.


Item 2. Changes in Securities and Use of Proceeds.

        None.


Item 3. Defaults Upon Senior Securities.

        None.


Item 4. Submission of Matters to a Vote of Security Holders.

        None.


Item 5. Other Information.

        None.


Item 6. Exhibits and Reports on Form 8-K.

        None.


SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


 

 

MYRIAD GENETICS, INC.

Date: November 5, 2002

 

By:

 

/s/  
PETER D. MELDRUM      
Peter D. Meldrum
President and Chief Executive Officer

Date: November 5, 2002

 

By:

 

/s/  
JAY M. MOYES      
Jay M. Moyes
Vice President of Finance
Principal financial and chief accounting officer

CERTIFICATIONS

Chief Executive Officer

        I, Peter D. Meldrum, certify that:


Date: November 5, 2002

 

By:

 

/s/  
PETER D. MELDRUM      
Peter D. Meldrum
President and Chief Executive Officer

Chief Financial Officer

        I, Jay M. Moyes, certify that:


Date: November 5, 2002

 

By:

 

/s/  
JAY M. MOYES      
Jay M. Moyes
Vice President of Finance
Principal financial and chief accounting officer

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)

        Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), each of the undersigned officers of Myriad Genetics, Inc. a Delaware corporation (the "Company"), does hereby certify, to such officer's knowledge, that:

        The Quarterly Report on Form 10-Q for the three months ended September 30, 2002 (the "Form 10-Q") of the Company fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, and information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: November 5, 2002   /s/  PETER D. MELDRUM      
Peter D. Meldrum
President and Chief Executive Officer

Dated: November 5, 2002

 

/s/  
JAY M. MOYES      
Jay M. Moyes
Vice President of Finance and Chief Financial Officer

        The foregoing certification is being furnished solely pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code) and is not being filed as a separate disclosure document.