Annual report pursuant to Section 13 and 15(d)

Annual report pursuant to Section 13 and 15(d)

Acquisitions (Tables)

v3.3.1.900
Acquisitions (Tables)
12 Months Ended
Dec. 31, 2015
Clarient, Inc. [Member]  
Summary of Acquisition Date Fair Value of Common Stock Transferred

The acquisition date fair value of common stock transferred is calculated below ($ in thousands, except share and per share amounts):

  

Common Stock Valuation

 

Amount

 

Shares of common stock issued as consideration

 

 

15,000,000

 

Stock price per share on closing date

 

$

8.04

 

Value of common stock issued as consideration

 

$

120,600

 

Issue discount due to lack of marketability

 

$

(18,090

)

Fair value of common stock at December 30, 2015

 

$

102,510

 

 

Summary of Estimated Fair Values of Assets Acquired and Liabilities Assumed

The preliminary acquisition fair values below are presented as of December 30, 2015 (in thousands):

 

 

 

As of December 30, 2015

(Preliminary)

 

Current assets, including cash and cash equivalents of $890

 

$

31,978

 

Property and equipment

 

 

19,241

 

Identifiable intangible assets – customer relationships

 

 

84,000

 

Goodwill

 

 

143,493

 

Total assets acquired

 

 

278,712

 

Current liabilities

 

 

(12,631

)

Deferred tax liability

 

 

(17,904

)

Long-term liabilities

 

 

(103

)

Net assets acquired

 

$

248,074

 

 

Schedule of Revenue and Earnings

The amount of revenue and earnings of Clarient since the date of acquisition that are included in the consolidated statement of operations as of December 31, 2015 are as follows (in thousands):

 

 

 

For the period December 30, 2015

through December 31, 2015

 

Revenue

 

$

665

 

Gross Margin

 

$

297

 

Net Income

 

$

26

 

 

Schedule of Unaudited Pro Forma Information

The following unaudited pro forma information (in thousands) have been provided for illustrative purposes only and are not necessarily indicative of results that would have occurred had the Acquisition been in effect since January 1, 2014, nor are they necessarily indicative of future results.

 

 

 

Years ended December 31,

(unaudited)

 

 

 

2015

 

 

2014

 

Revenue

 

$

216,029

 

 

$

214,293

 

Net (loss) attributable to common stockholders

 

 

(71,365

)

 

 

(34,084

)

(Loss) per share

 

$

(0.94

)

 

$

(0.50

)

Basic

 

 

75,526

 

 

 

68,483

 

Diluted

 

 

75,526

 

 

 

68,483

 

 

Path Logic [Member]  
Summary of Estimated Fair Values of Assets Acquired and Liabilities Assumed

The following table summarizes the final amounts for the fair values of the assets acquired and liabilities assumed at the acquisition date (in thousands):

 

 

 

Fair Value

July 8, 2014

 

Current assets, including cash and cash equivalents of $79

 

$

1,722

 

Property and equipment

 

 

577

 

Identifiable intangible assets – customer relationships

 

 

1,930

 

Long term deposits

 

 

28

 

Goodwill

 

 

2,929

 

Total assets acquired

 

 

7,186

 

Current liabilities

 

 

(1,180

)

Long-term liabilities

 

 

(98

)

Net assets acquired

 

$

5,908