| 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):
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Amount |
| Purchase consideration: |
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|
| 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 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):
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June 18, 2021
(as initially reported) |
|
Measurement Period Adjustments |
|
Adjustment |
|
June 18, 2021
(as adjusted) |
| Fair value of business combination: |
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|
|
|
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| 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 |
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Fair value of previously-held equity interest(1)
|
|
62,919 |
|
|
1,987 |
|
|
— |
|
|
64,906 |
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Fair value of Purchase Option(1)
|
|
58,537 |
|
|
15,763 |
|
|
— |
|
|
74,300 |
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| Total fair value of business combination |
|
$ |
535,050 |
|
|
$ |
17,750 |
|
|
$ |
— |
|
|
$ |
552,800 |
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|
|
|
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|
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| Allocation of the fair value business combination: |
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|
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| Cash |
|
$ |
14,068 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
14,068 |
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Other current assets(2)
|
|
5,366 |
|
|
345 |
|
|
— |
|
|
5,711 |
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| Property and equipment |
|
1,753 |
|
|
— |
|
|
— |
|
|
1,753 |
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Identifiable intangible assets - developed technology(1)
|
|
302,982 |
|
|
(11,796) |
|
|
— |
|
|
291,186 |
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Identifiable intangible assets - trademarks(1)
|
|
31,700 |
|
|
(226) |
|
|
— |
|
|
31,474 |
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Identifiable intangible asset - trade name(1)
|
|
2,322 |
|
|
253 |
|
|
— |
|
|
2,575 |
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| 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) |
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Deferred income tax liabilities(3)(4)
|
|
(64,680) |
|
|
3,686 |
|
|
4,349 |
|
|
(56,645) |
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| Other long-term liabilities |
|
(4,690) |
|
|
— |
|
|
— |
|
|
(4,690) |
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| Net identifiable assets acquired |
|
290,820 |
|
|
(9,388) |
|
|
4,349 |
|
|
285,781 |
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Goodwill(4)
|
|
244,230 |
|
|
27,138 |
|
|
(4,349) |
|
|
267,019 |
|
| 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.
(4) During the third quarter of 2022, the Company recorded a $4.3 million decrease to goodwill and corresponding decrease to deferred income tax liabilities, net, on the Consolidated Balance Sheets to correct an immaterial error related to a prior period. The error was not material to any previously reported annual or interim consolidated financial statements.
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