Quarterly report pursuant to Section 13 or 15(d)

Acquisitions (Tables)

Acquisitions (Tables)

6 Months Ended

Jun. 30, 2022

Business Combination and Asset Acquisition [Abstract]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The following table summarizes the purchase consideration recorded for the acquisition of Trapelo, the fair value of the net assets acquired and liabilities assumed, and the calculation of goodwill based on the excess of the consideration transferred over the fair value of the net assets acquired and liabilities assumed at the Trapelo Acquisition Date (in thousands, except per share data):


	Amount
Purchase consideration:
Shares of common stock issued as consideration	597,712
Per share value of common stock issued as consideration	$	48.81
Fair value of common stock at Trapelo Acquisition Date	$	29,174
Plus: Cash paid at closing	35,591
Total purchase consideration	$	64,765

Allocation of the purchase consideration:
Cash	$	713
Other current assets	282
Identifiable intangible asset - marketing assets	549
Identifiable intangible asset - developed technology	19,040
Other long-term assets	268
Total identifiable assets acquired	20,852
Current liabilities	(751)
Net identifiable assets acquired	20,101
Goodwill	44,664
Total purchase consideration	$	64,765

The purchase price and purchase price allocation were based upon management’s best estimates and assumptions and were considered final as of June 30, 2022. The following table summarizes the calculation of goodwill based on the excess of the estimated fair value of the consideration transferred including the fair value of the Line of Credit, and the estimated fair value of the previously-held equity interest and Purchase Option, over the estimated fair value of the net assets acquired and liabilities assumed at the Inivata Acquisition Date and includes measurement period adjustments recorded during 2021 (in thousands):


	June 18, 2021 (as initially reported)		Measurement Period Adjustments		June 18, 2021 (as adjusted)
Fair value of business combination:
Cash paid at closing	$	398,594	$	—	$	398,594
Fair value of Line of Credit	15,000		—		15,000
Fair value of consideration transferred	$	413,594	$	—	$	413,594
Fair value of previously-held equity interest(1)	62,919		1,987		64,906
Fair value of Purchase Option(1)	58,537		15,763		74,300
Total fair value of business combination	$	535,050	$	17,750	$	552,800

Allocation of the fair value business combination:
Cash	$	14,068	$	—	$	14,068
Other current assets(2)	5,366		345		5,711
Property and equipment	1,753		—		1,753
Identifiable intangible assets - developed technology(1)	302,982		(11,796)		291,186
Identifiable intangible assets - trademarks(1)	31,700		(226)		31,474
Identifiable intangible asset - trade name(1)	2,322		253		2,575
Other long-term assets	6,240		—		6,240
Total identifiable assets acquired	364,431		(11,424)		353,007
Current liabilities	(4,241)		(1,650)		(5,891)
Deferred income tax liabilities(3)	(64,680)		3,686		(60,994)
Other long-term liabilities	(4,690)		—		(4,690)
Net identifiable assets acquired	290,820		(9,388)		281,432
Goodwill	244,230		27,138		271,368
Total fair value of business combination	$	535,050	$	17,750	$	552,800

(1) Measurement period adjustment primarily relates to a change in estimated taxes based on jurisdictions in which forecasted profits are expected to be generated.

(2) Measurement period adjustment relates to the recognition of a credit which Inivata is entitled to claim for certain research and development expenditures

(3) Measurement period adjustment relates to a change in estimated deferred income tax liabilities as a result of the reduction in the amounts for intangibles assets and related future amortization.

Schedule of Business Acquisition, Pro Forma Information

The following unaudited pro forma information and has been provided for illustrative purposes only and is not necessarily indicative of results that would have occurred had the acquisition of Inivata occurred on January 1, 2020, nor are they necessarily indicative of future results (in thousands):


	Three Months Ended June 30, 2021		Six Months Ended June 30, 2021
	(unaudited)		(unaudited)
Net revenue	$	121,707	$	237,159
Net loss	$	(23,222)	$	(51,313)