Quarterly report pursuant to Section 13 or 15(d)

Quarterly report pursuant to Section 13 or 15(d)

Acquisitions (Tables)

v3.22.1
Acquisitions (Tables)
3 Months Ended
Mar. 31, 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 following table summarizes the preliminary 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.
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 March 31, 2021
(unaudited)
Net revenue $ 115,452 
Net loss $ (27,895)