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BUSINESS COMBINATIONS AND ASSET ACQUISITIONS | 9 Months Ended
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Sep. 30, 2021
Business Combination and Asset Acquisition [Abstract] |
BUSINESS COMBINATIONS AND ASSET ACQUISITIONS | BUSINESS COMBINATIONS AND ASSET ACQUISITIONS Business Combinations Ashion Analytics, LLC On April 14, 2021, the Company completed the acquisition (“Ashion Acquisition”) of all of the outstanding equity interests of Ashion from PMed Management, LLC (“PMed”), which is a subsidiary of TGen. The Ashion Acquisition provided the Company a Clinical Laboratory Improvement Amendments (“CLIA”) certified and College of American Pathologists (“CAP”) accredited sequencing lab based in Phoenix, Arizona. Ashion developed GEMExTra®, a comprehensive genomic cancer test, and provides access to whole exome, matched germline, and transcriptome sequencing capabilities. The Company has included the financial results of Ashion in the consolidated financial statements from the date of the combination. The combination date fair value of the consideration transferred for Ashion was approximately $110.0 million, which consisted of the following:
(In thousands) |  |
Cash |  | $ | 74,775
Common stock issued |  | 16,224
Contingent consideration |  | 19,000
Total purchase price |  | $ | 109,999
The fair value of the 125,444 common shares issued as part of consideration transferred was determined on the basis of the average of the high and low market price of the Company's shares on the acquisition date, which was $129.33. The contingent consideration arrangement requires the Company to pay $20.0 million of additional cash consideration to PMed upon the Company’s commercial launch, on or before the tenth anniversary of the Ashion Acquisition, of a test for minimal residual disease (“MRD”) detection and/or treatment (the “Commercial Launch Milestone”). The fair value of the Commercial Launch Milestone at the acquisition date was $19.0 million. The contingent consideration arrangement also requires the Company to pay $30.0 million of additional cash upon the Company’s achievement, on or before the fifth anniversary of the Ashion Acquisition, of cumulative revenues from MRD products of $500.0 million (the “MRD Product Revenue Milestone”). No value was ascribed to the MRD Product Revenue Milestone based on probability assessments as of the acquisition date. The fair value of the Commercial Launch Milestone and MRD Product Revenue Milestone was estimated using a probability-weighted scenario based discounted cash flow model. This fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement as defined in Accounting Standards Codification (“ASC”) 820. The key assumptions are described in Note 7. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date.
(In thousands) |  |
Cash and cash equivalents |  | $ | 2,474
Accounts receivable |  | 2,349
Inventory |  | 1,811
Prepaid expenses and other current assets |  | 425
Property, plant and equipment |  | 9,947
Operating lease right-of-use assets |  | 548
Developed technology |  | 39,000
Total identifiable assets acquired |  | $ | 56,554
Accounts payable |  | (1,477)
Accrued liabilities |  | (1,190)
Operating lease liabilities, current portion |  | (343)
Other current liabilities |  | (98)
Operating lease liabilities, less current portion |  | (205)
Total liabilities assumed |  | $ | (3,313)
Net identifiable assets acquired |  | $ | 53,241
Goodwill |  | 56,758
Net assets acquired |  | $ | 109,999
The Company recorded $39.0 million of identifiable intangible assets related to the developed technology associated with GEMExTra. Developed technology represents purchased technology that had reached technological feasibility and for which Ashion had substantially completed development as of the date of combination. The fair value of the developed technology has been determined using the income approach multi-period excess earnings method, which involves significant unobservable inputs (Level 3 inputs). These inputs include projected sales, margin, and required rate of return and tax rate. Cash flows were discounted to their present value as of the closing date. Developed technology is amortized on a straight-line basis over its estimated useful life of 13 years. The calculation of the excess of the purchase price over the estimated fair value of the tangible net assets and intangible assets acquired was recorded to goodwill, which is primarily attributed to the acquired workforce expertise, the capabilities in the advancement of creating and launching new products, including an MRD product, and expected sales force synergies related to the developed technology. The total goodwill related to this combination is deductible for tax purposes. The total purchase price allocation is preliminary and based upon estimates and assumptions that are subject to change within the measurement period as additional information for the estimates is obtained. The measurement period remains open pending the completion of valuation procedures related to certain acquired assets and liabilities assumed, primarily in connection with the developed technology intangible asset. Pro forma impact and results of operations disclosures have not been included due to immateriality. During the nine months ended September 30, 2021, the Company incurred $1.6 million of acquisition-related costs recorded in general and administrative expenses in the condensed consolidated statement of operations, respectively. These costs include fees associated with financial, legal, accounting and other advisors incurred to complete the merger. Thrive Earlier Detection Corporation On January 5, 2021, the Company completed the acquisition (“Thrive Merger”) of all of the outstanding capital stock of Thrive. Thrive, headquartered in Cambridge, Massachusetts, is a healthcare company dedicated to incorporating earlier cancer detection into routine medical care. The Company expects that combining Thrive's early-stage screening test, CancerSEEK, with the Company’s scientific platform, clinical organization and commercial infrastructure will establish the Company as a leading competitor in blood-based, multi-cancer early detection. The Company has included the financial results of Thrive in the consolidated financial statements from the date of the combination. The combination date fair value of the consideration transferred for Thrive was approximately $2.19 billion, which consisted of the following:
(In thousands) |  |
Common stock issued |  | $ | 1,175,431
Cash |  | 584,996
Contingent consideration |  | 331,348
Fair value of replaced equity awards |  | 52,245
Previously held equity investment fair value |  | 43,034
Total purchase price |  | $ | 2,187,054
The Company issued 9,323,266 common shares that had a fair value of $1.19 billion based on the average of the high and low market price of the Company's shares on the acquisition date, which was $127.79. Of the total consideration for common stock issued, $1.18 billion was allocated to the purchase consideration and $16.0 million was recorded as compensation within general and administrative expenses in the condensed consolidated statement of operations on the acquisition date due to accelerated vesting of legacy Thrive restricted stock awards (“RSA”) and RSU awards in connection with the acquisition. The Company paid $590.2 million in cash on the acquisition date. Of the total consideration for cash, $585.0 million was allocated to the purchase consideration and $5.2 million was recorded as compensation within general and administrative expenses on the acquisition date due to accelerated vesting of legacy Thrive RSU and RSA awards that were cash-settled in connection with the acquisition. The contingent consideration arrangement requires the Company to pay up to $450.0 million of additional cash consideration to Thrive’s former shareholders upon the achievement of two discrete events, U.S. Food and Drug Administration (“FDA”) approval and Centers for Medicare & Medicaid Services (“CMS”) coverage, for $150.0 million and up to $300.0 million, respectively. The fair value of the contingent consideration arrangement at the acquisition date was $352.0 million. The fair value of the contingent consideration was estimated using a probability-weighted scenario based discounted cash flow model. This fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement as defined in ASC 820. The key assumptions are described in Note 7. Of the total fair value of the contingent consideration, $331.3 million was allocated to the consideration transferred, $6.4 million was allocated to the Company’s previous ownership interest in Thrive, and $14.3 million was deemed compensatory as participation is dependent on replaced unvested equity awards vesting which requires future service. Compensation expense related to the milestones could be up to $18.2 million undiscounted and will be recognized in the future once probable and payable. The Company replaced unvested stock options, RSUs, and RSAs and vested stock options with a combination-date fair value of $197.0 million. Of the total consideration for replaced equity awards, $52.2 million was allocated to the consideration transferred and $144.8 million was deemed compensatory as it was attributable to post acquisition vesting. Of the total compensation related to replaced awards, $65.0 million was expensed on the acquisition date due to accelerated vesting of stock options in connection with the acquisition and $79.8 million relates to future services and will be expensed over the remaining service periods of the unvested stock options, RSUs, and RSAs on a straight-line basis. Including expense recognized for accelerated vesting of RSUs and RSAs described above, total expected stock-based compensation expense is $166.0 million, of which $86.2 million was recognized immediately to general and administrative expenses in the condensed consolidated statement of operations due to accelerated vesting. The fair value of the stock options assumed by the Company was determined using the Black-Scholes option pricing model. The fair value of the RSA and RSUs assumed by the Company was determined based on the average of the high and low market price of the Company's shares on the acquisition date. The share conversion ratio of 0.06216 was applied to convert Thrive’s outstanding equity awards for Thrive’s common stock into equity awards for shares of the Company’s common stock. The fair value of options assumed were based on the assumptions in the following table:
Option Plan Shares Assumed |  |
Risk-free interest rates |  | 0.11% - 0.12%
Expected term (in years) |  | 1.26 - 1.57
Expected volatility |  | 65.54% - 71.00%
Dividend yield |  | —%
Weighted average fair value per share of options assumed |  | $109.74 - $124.89
The Company previously held a preferred stock investment of $12.5 million in Thrive and recognized a gain of approximately $30.5 million on the transaction within investment income (expense), net on the Company’s condensed consolidated statement of operations, which represented the adjustment of the Company’s historical investment to the acquisition date fair value. The fair value of the Company’s previous ownership in Thrive was determined based on the pro-rata share payout applied to the Company’s interest combined with the fair value of the Company’s share of the contingent consideration arrangement, as discussed above. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date:
(In thousands) |  | Preliminary Allocation January 5, 2021 |  | Measurement Period Adjustments |  | Allocation as of September 30, 2021
Cash and cash equivalents |  | $ | 241,748 |  | $ | — |  | $ | 241,748
Prepaid expenses and other current assets |  | 3,939 |  | — |  | 3,939
Property, plant and equipment |  | 29,977 |  | — |  | 29,977
Operating lease right-of-use assets |  | 39,027 |  | — |  | 39,027
Other long-term assets |  | 67 |  | — |  | 67
In-process research and development (IPR&D) |  | 1,250,000 |  | — |  | 1,250,000
Total identifiable assets acquired |  | $ | 1,564,758 |  | $ | — |  | $ | 1,564,758
Accounts payable |  | (3,222) |  | — |  | (3,222)
Accrued liabilities |  | (6,218) |  | (1,862) |  | (8,080)
Operating lease liabilities, current portion |  | (2,980) |  | — |  | (2,980)
Operating lease liabilities, less current portion |  | (38,622) |  | — |  | (38,622)
Deferred tax liability |  | (272,905) |  | — |  | (272,905)
Total liabilities assumed |  | $ | (323,947) |  | $ | (1,862) |  | $ | (325,809)
Net identifiable assets acquired |  | $ | 1,240,811 |  | $ | (1,862) |  | $ | 1,238,949
Goodwill |  | 946,243 |  | 1,862 |  | 948,105
Net assets acquired |  | $ | 2,187,054 |  | $ | — |  | $ | 2,187,054
IPR&D represents the fair value assigned to research and development assets that have not reached technological feasibility. The primary basis for determining technological feasibility of these projects is obtaining regulatory approval to market the underlying product and expected commercial release. The amounts capitalized are accounted for as indefinite-lived intangible assets, subject to impairment testing, until completion or abandonment of the research and development efforts associated with the projects. The Company recorded $1.25 billion of IPR&D related to a project associated with the development of an FDA approved blood-based, multi cancer screening test. The IPR&D asset was valued using the multiple-period excess earnings method approach, which involves significant unobservable inputs (Level 3 inputs). These inputs include projected sales, margin, required rate of return and tax rate, as well as estimates of achievement probability and timing related to the royalty and milestone obligations due to JHU, as described in Note 10. The calculation of the excess of the purchase price over the estimated fair value of the tangible net assets and intangible assets acquired was recorded to goodwill, which is primarily attributed to the research and development workforce expertise, next generation sequencing capabilities and expected synergies. The total goodwill related to this combination is not deductible for tax purposes. The total purchase price allocation is preliminary and based upon estimates and assumptions that are subject to change within the measurement period as additional information for the estimates is obtained. The measurement period remains open pending the completion of valuation procedures related to certain acquired assets and liabilities assumed, primarily in connection with the IPR&D asset, as well as finalization of the pre-combination income tax returns. The net loss before tax of Thrive included in the Company’s condensed consolidated statement of operations from the combination date of January 5, 2021 to September 30, 2021 was $219.6 million. The net loss before tax of Thrive included in the Company’s condensed consolidated statement of operations for the three months ended September 30, 2021 was $39.6 million. The following unaudited pro forma financial information summarizes the combined results of operations for the Company and Thrive, as though the companies were combined as of the beginning of January 1, 2020.
|  | Three Months Ended September 30, |  | Nine Months Ended September 30,
(In thousands) |  | 2021 |  | 2020 |  | 2021 |  | 2020
Total revenues |  | $ | 456,379 |  |  | $ | 408,363 |  |  | $ | 1,293,275 |  |  | $ | 1,025,052 |
Net loss before tax |  | (170,797) |  |  | (224,860) |  |  | (536,253) |  |  | (575,981) |
The unaudited pro forma financial information for all periods presented above has been calculated after adjusting the results of Thrive to reflect the business combination accounting effects resulting from this combination. The Company incurred $86.2 million of stock-based compensation expense related to accelerated vesting in connection with the acquisition, $13.5 million of stock-based compensation expense related to accelerated vesting for employees with qualifying termination events, and $10.3 million of transaction costs incurred to execute the acquisition during the first quarter of 2021. These expenses are included in general and administrative expenses on the condensed consolidated statement of operations for the nine months ended September 30, 2021 and are reflected in pro forma earnings for the nine months ended September 30, 2020 in the table above. The Company recorded a realized gain of $30.5 million during the first quarter of 2021 in investment income (expense), net on the Company’s condensed consolidated statement of operations relating to the Company’s pre-acquisition investment in Thrive. This gain has been reduced to $7.6 million due to the Company’s smaller ownership interest in Thrive on January 1, 2020, and is reflected in pro forma earnings for the nine months ended September 30, 2020 in the table above. The Company recorded a remeasurement of contingent consideration of $10.5 million related to Thrive in general and administrative expenses in the condensed consolidated statement of operations for the nine months ended September 30, 2021. This expense is reflected in the nine months ended September 30, 2020 in the table above. The historical consolidated financial statements have been adjusted in the unaudited pro forma combined financial information to give effect to pro forma events that are directly attributable to the business combination and factually supportable. The unaudited pro forma financial information is for informational purposes only and is not indicative of the results of operations that would have been achieved if the combination had taken place as of January 1, 2020. During the nine months ended September 30, 2021, the Company incurred $10.3 million of acquisition-related costs recorded in general and administrative expenses in the condensed consolidated statement of operations. These costs include fees associated with financial, legal, accounting and other advisors incurred to complete the merger. In connection with acquisition-related severances, the Company recorded $4.5 million of expense related to vesting of previously unvested equity awards and $1.2 million of additional benefit charges for the three months ended September 30, 2021. The Company recorded $19.0 million of expense related to vesting of previously unvested equity awards and $3.9 million of additional benefit charges for the nine months ended September 30, 2021. Paradigm Diagnostics, Inc. and Viomics, Inc. On March 3, 2020, the Company acquired all of the outstanding capital stock of Paradigm and Viomics, two related party companies of one another headquartered in Phoenix, Arizona, in transactions that were deemed to be a single business combination in accordance with ASC 805, Business Combinations, (“the Paradigm Acquisition”). Paradigm provides comprehensive genomic-based profiling tests that assist in the diagnosis and therapy recommendations for late-stage cancer. Viomics provides a platform for identification of biomarkers. The Company entered into this acquisition to enhance its product portfolio in cancer diagnostics and to enhance its capabilities for biomarker identification. The acquisition date fair value of the consideration to be transferred for Paradigm and Viomics was $40.4 million, which consists of $32.2 million payable in shares of the Company’s common stock and $8.2 million which was settled through a cash payment. Of the $32.2 million to be settled through the issuance of common stock, $28.8 million was issued as of September 30, 2021, and the remaining $3.4 million, which was withheld and may become payable as additional merger consideration, is included in other current liabilities in the condensed consolidated balance sheet as of September 30, 2021. The purchase price was allocated to the underlying assets acquired and liabilities assumed based upon their estimated fair values as follows:
(In thousands) |  | Preliminary Allocation March 3, 2020 |  | Measurement Period Adjustments |  | Final Allocation March 3, 2021
Net operating assets |  | $ | 6,133 |  |  | $ | (760) |  |  | $ | 5,373 |
Goodwill |  | 29,695 |  |  | 736 |  |  | 30,431 |
Developed technology |  | 7,800 |  |  | — |  |  | 7,800 |
Net operating liabilities |  | (3,123) |  |  | (80) |  |  | (3,203) |
Total purchase price |  | $ | 40,505 |  |  | $ | (104) |  |  | $ | 40,401 |
The measurement period adjustments primarily related to accounts receivable valuation and working capital adjustments. The fair value of identifiable intangible assets has been determined using the income approach, which involves significant unobservable inputs (Level 3 inputs). These inputs include projected sales, margin, weighted average cost of capital and tax rate. Developed technology represents purchased technology that had reached technological feasibility and for which development had been completed as of the acquisition date. Fair value was determined using future discounted cash flows related to the projected income stream of the developed technology for a discrete projection period. Cash flows were discounted to their present value as of the closing date. Developed technology is amortized on a straight-line basis over its estimated useful life of 15 years. The calculation of the excess of the purchase price over the estimated fair value of the tangible net assets and intangible assets acquired was recorded to goodwill, which is primarily attributed to the assembled workforce, and expected synergies. The total goodwill related to this acquisition is not deductible for tax purposes. The Company agreed to issue to the previous investors in Viomics equity interests with an acquisition-date fair value of up to $8.4 million in Viomics, vesting over 4 years based on certain retention arrangements. Payment is contingent upon continued employment with the Company over the four year vesting period and is recognized as stock-based compensation expense in general and administrative expense in the condensed consolidated statement of operations. Asset Acquisitions PFS Genomics Inc. On May 3, 2021, the Company acquired 90% of the outstanding capital stock of PFS Genomics Inc. (“PFS”). On June 23, 2021, the Company completed the acquisition of the remaining 10% interest in PFS. The Company paid cash of $33.6 million for 100% of the outstanding capital stock in PFS. PFS is a healthcare company focused on personalizing treatment for breast cancer patients to improve outcomes and reduce unnecessary treatment. The Company expects this acquisition to expand its ability to help guide early-stage breast cancer treatment through individualized radiotherapy treatment decisions. The transaction was treated as an asset acquisition under GAAP because substantially all of the fair value of the gross assets acquired were deemed to be associated with the acquired technology. The assets acquired and liabilities assumed were substantially comprised of the IPR&D asset as shown in the table below. The IPR&D asset acquired was recorded to research and development expense in the condensed consolidated statement of operations immediately after acquisition as the asset was deemed to be incomplete and had no alternative future use at the time of acquisition. The Company accounted for the acquisition in accordance with the accounting standards codification guidance for business combinations, whereby the total purchase price was allocated to the acquired net tangible and intangible assets based on their estimated fair values as of the closing date. Acquisition related costs were not material in this asset acquisition. The following table summarizes the allocation of the purchase price to the fair values assigned to the assets acquired and liabilities assumed:
(In thousands) |  |
Consideration |  |
Cash paid for acquisition of PFS Genomics outstanding shares |  | $ | 33,569
Assets acquired and liabilities assumed |  |
Cash |  | 496
IPR&D asset |  | 33,074
Other assets and liabilities |  | (1)
Net assets acquired |  | $ | 33,569
TARDIS License Agreement On January 11, 2021, the Company entered into a worldwide exclusive license to the proprietary TARDIS technology from TGen, an affiliate of City of Hope. Under the agreement, the Company acquired a royalty-free, worldwide exclusive license to proprietary TARDIS patents and know-how. The Company intends to develop and commercialize the TARDIS technology as a minimal residual disease test. The Company accounted for this transaction as an asset acquisition. In connection with the asset acquisition, the Company paid upfront fair value consideration of $52.3 million comprised of $25.0 million in cash and issuance of 0.2 million shares of common stock valued at $27.3 million based on the average of the high and low market price of the Company’s shares on the acquisition date. In addition, the Company is obligated to make milestone payments to TGen of $10.0 million and $35.0 million upon achieving cumulative product revenue related to MRD detection and/or treatment totaling $100.0 million and $250.0 million, respectively. These payments are contingent upon achievement of these cumulative revenues on or before December 31, 2030. The upfront consideration was recorded to research and development expense in the condensed consolidated statement of operations immediately after acquisition as the asset was deemed to be incomplete and had no alternative future use at the time of acquisition. The Company will record the sales milestones once achievement is deemed probable. No acquisition related costs were incurred in this asset acquisition during the three and nine months ended September 30, 2021.
BUSINESS COMBINATIONS AND ASSET ACQUISITIONS | BUSINESS COMBINATIONS AND ASSET ACQUISITIONS Business Combinations Ashion Analytics, LLC On April 14, 2021, the Company completed the acquisition (“Ashion Acquisition”) of all of the outstanding equity interests of Ashion from PMed Management, LLC (“PMed”), which is a subsidiary of TGen. The Ashion Acquisition provided the Company a Clinical Laboratory Improvement Amendments (“CLIA”) certified and College of American Pathologists (“CAP”) accredited sequencing lab based in Phoenix, Arizona. Ashion developed GEMExTra®, a comprehensive genomic cancer test, and provides access to whole exome, matched germline, and transcriptome sequencing capabilities. The Company has included the financial results of Ashion in the consolidated financial statements from the date of the combination. The combination date fair value of the consideration transferred for Ashion was approximately $110.0 million, which consisted of the following:
(In thousands) |  |
Cash |  | $ | 74,775
Common stock issued |  | 16,224
Contingent consideration |  | 19,000
Total purchase price |  | $ | 109,999
The fair value of the 125,444 common shares issued as part of consideration transferred was determined on the basis of the average of the high and low market price of the Company's shares on the acquisition date, which was $129.33. The contingent consideration arrangement requires the Company to pay $20.0 million of additional cash consideration to PMed upon the Company’s commercial launch, on or before the tenth anniversary of the Ashion Acquisition, of a test for minimal residual disease (“MRD”) detection and/or treatment (the “Commercial Launch Milestone”). The fair value of the Commercial Launch Milestone at the acquisition date was $19.0 million. The contingent consideration arrangement also requires the Company to pay $30.0 million of additional cash upon the Company’s achievement, on or before the fifth anniversary of the Ashion Acquisition, of cumulative revenues from MRD products of $500.0 million (the “MRD Product Revenue Milestone”). No value was ascribed to the MRD Product Revenue Milestone based on probability assessments as of the acquisition date. The fair value of the Commercial Launch Milestone and MRD Product Revenue Milestone was estimated using a probability-weighted scenario based discounted cash flow model. This fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement as defined in Accounting Standards Codification (“ASC”) 820. The key assumptions are described in Note 7. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date.
(In thousands) |  |
Cash and cash equivalents |  | $ | 2,474
Accounts receivable |  | 2,349
Inventory |  | 1,811
Prepaid expenses and other current assets |  | 425
Property, plant and equipment |  | 9,947
Operating lease right-of-use assets |  | 548
Developed technology |  | 39,000
Total identifiable assets acquired |  | $ | 56,554
Accounts payable |  | (1,477)
Accrued liabilities |  | (1,190)
Operating lease liabilities, current portion |  | (343)
Other current liabilities |  | (98)
Operating lease liabilities, less current portion |  | (205)
Total liabilities assumed |  | $ | (3,313)
Net identifiable assets acquired |  | $ | 53,241
Goodwill |  | 56,758
Net assets acquired |  | $ | 109,999
The Company recorded $39.0 million of identifiable intangible assets related to the developed technology associated with GEMExTra. Developed technology represents purchased technology that had reached technological feasibility and for which Ashion had substantially completed development as of the date of combination. The fair value of the developed technology has been determined using the income approach multi-period excess earnings method, which involves significant unobservable inputs (Level 3 inputs). These inputs include projected sales, margin, and required rate of return and tax rate. Cash flows were discounted to their present value as of the closing date. Developed technology is amortized on a straight-line basis over its estimated useful life of 13 years. The calculation of the excess of the purchase price over the estimated fair value of the tangible net assets and intangible assets acquired was recorded to goodwill, which is primarily attributed to the acquired workforce expertise, the capabilities in the advancement of creating and launching new products, including an MRD product, and expected sales force synergies related to the developed technology. The total goodwill related to this combination is deductible for tax purposes. The total purchase price allocation is preliminary and based upon estimates and assumptions that are subject to change within the measurement period as additional information for the estimates is obtained. The measurement period remains open pending the completion of valuation procedures related to certain acquired assets and liabilities assumed, primarily in connection with the developed technology intangible asset. Pro forma impact and results of operations disclosures have not been included due to immateriality. During the nine months ended September 30, 2021, the Company incurred $1.6 million of acquisition-related costs recorded in general and administrative expenses in the condensed consolidated statement of operations, respectively. These costs include fees associated with financial, legal, accounting and other advisors incurred to complete the merger. Thrive Earlier Detection Corporation On January 5, 2021, the Company completed the acquisition (“Thrive Merger”) of all of the outstanding capital stock of Thrive. Thrive, headquartered in Cambridge, Massachusetts, is a healthcare company dedicated to incorporating earlier cancer detection into routine medical care. The Company expects that combining Thrive's early-stage screening test, CancerSEEK, with the Company’s scientific platform, clinical organization and commercial infrastructure will establish the Company as a leading competitor in blood-based, multi-cancer early detection. The Company has included the financial results of Thrive in the consolidated financial statements from the date of the combination. The combination date fair value of the consideration transferred for Thrive was approximately $2.19 billion, which consisted of the following:
(In thousands) |  |
Common stock issued |  | $ | 1,175,431
Cash |  | 584,996
Contingent consideration |  | 331,348
Fair value of replaced equity awards |  | 52,245
Previously held equity investment fair value |  | 43,034
Total purchase price |  | $ | 2,187,054
The Company issued 9,323,266 common shares that had a fair value of $1.19 billion based on the average of the high and low market price of the Company's shares on the acquisition date, which was $127.79. Of the total consideration for common stock issued, $1.18 billion was allocated to the purchase consideration and $16.0 million was recorded as compensation within general and administrative expenses in the condensed consolidated statement of operations on the acquisition date due to accelerated vesting of legacy Thrive restricted stock awards (“RSA”) and RSU awards in connection with the acquisition. The Company paid $590.2 million in cash on the acquisition date. Of the total consideration for cash, $585.0 million was allocated to the purchase consideration and $5.2 million was recorded as compensation within general and administrative expenses on the acquisition date due to accelerated vesting of legacy Thrive RSU and RSA awards that were cash-settled in connection with the acquisition. The contingent consideration arrangement requires the Company to pay up to $450.0 million of additional cash consideration to Thrive’s former shareholders upon the achievement of two discrete events, U.S. Food and Drug Administration (“FDA”) approval and Centers for Medicare & Medicaid Services (“CMS”) coverage, for $150.0 million and up to $300.0 million, respectively. The fair value of the contingent consideration arrangement at the acquisition date was $352.0 million. The fair value of the contingent consideration was estimated using a probability-weighted scenario based discounted cash flow model. This fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement as defined in ASC 820. The key assumptions are described in Note 7. Of the total fair value of the contingent consideration, $331.3 million was allocated to the consideration transferred, $6.4 million was allocated to the Company’s previous ownership interest in Thrive, and $14.3 million was deemed compensatory as participation is dependent on replaced unvested equity awards vesting which requires future service. Compensation expense related to the milestones could be up to $18.2 million undiscounted and will be recognized in the future once probable and payable. The Company replaced unvested stock options, RSUs, and RSAs and vested stock options with a combination-date fair value of $197.0 million. Of the total consideration for replaced equity awards, $52.2 million was allocated to the consideration transferred and $144.8 million was deemed compensatory as it was attributable to post acquisition vesting. Of the total compensation related to replaced awards, $65.0 million was expensed on the acquisition date due to accelerated vesting of stock options in connection with the acquisition and $79.8 million relates to future services and will be expensed over the remaining service periods of the unvested stock options, RSUs, and RSAs on a straight-line basis. Including expense recognized for accelerated vesting of RSUs and RSAs described above, total expected stock-based compensation expense is $166.0 million, of which $86.2 million was recognized immediately to general and administrative expenses in the condensed consolidated statement of operations due to accelerated vesting. The fair value of the stock options assumed by the Company was determined using the Black-Scholes option pricing model. The fair value of the RSA and RSUs assumed by the Company was determined based on the average of the high and low market price of the Company's shares on the acquisition date. The share conversion ratio of 0.06216 was applied to convert Thrive’s outstanding equity awards for Thrive’s common stock into equity awards for shares of the Company’s common stock. The fair value of options assumed were based on the assumptions in the following table:
Option Plan Shares Assumed |  |
Risk-free interest rates |  | 0.11% - 0.12%
Expected term (in years) |  | 1.26 - 1.57
Expected volatility |  | 65.54% - 71.00%
Dividend yield |  | —%
Weighted average fair value per share of options assumed |  | $109.74 - $124.89
The Company previously held a preferred stock investment of $12.5 million in Thrive and recognized a gain of approximately $30.5 million on the transaction within investment income (expense), net on the Company’s condensed consolidated statement of operations, which represented the adjustment of the Company’s historical investment to the acquisition date fair value. The fair value of the Company’s previous ownership in Thrive was determined based on the pro-rata share payout applied to the Company’s interest combined with the fair value of the Company’s share of the contingent consideration arrangement, as discussed above. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date:
(In thousands) |  | Preliminary Allocation January 5, 2021 |  | Measurement Period Adjustments |  | Allocation as of September 30, 2021
Cash and cash equivalents |  | $ | 241,748 |  | $ | — |  | $ | 241,748
Prepaid expenses and other current assets |  | 3,939 |  | — |  | 3,939
Property, plant and equipment |  | 29,977 |  | — |  | 29,977
Operating lease right-of-use assets |  | 39,027 |  | — |  | 39,027
Other long-term assets |  | 67 |  | — |  | 67
In-process research and development (IPR&D) |  | 1,250,000 |  | — |  | 1,250,000
Total identifiable assets acquired |  | $ | 1,564,758 |  | $ | — |  | $ | 1,564,758
Accounts payable |  | (3,222) |  | — |  | (3,222)
Accrued liabilities |  | (6,218) |  | (1,862) |  | (8,080)
Operating lease liabilities, current portion |  | (2,980) |  | — |  | (2,980)
Operating lease liabilities, less current portion |  | (38,622) |  | — |  | (38,622)
Deferred tax liability |  | (272,905) |  | — |  | (272,905)
Total liabilities assumed |  | $ | (323,947) |  | $ | (1,862) |  | $ | (325,809)
Net identifiable assets acquired |  | $ | 1,240,811 |  | $ | (1,862) |  | $ | 1,238,949
Goodwill |  | 946,243 |  | 1,862 |  | 948,105
Net assets acquired |  | $ | 2,187,054 |  | $ | — |  | $ | 2,187,054
IPR&D represents the fair value assigned to research and development assets that have not reached technological feasibility. The primary basis for determining technological feasibility of these projects is obtaining regulatory approval to market the underlying product and expected commercial release. The amounts capitalized are accounted for as indefinite-lived intangible assets, subject to impairment testing, until completion or abandonment of the research and development efforts associated with the projects. The Company recorded $1.25 billion of IPR&D related to a project associated with the development of an FDA approved blood-based, multi cancer screening test. The IPR&D asset was valued using the multiple-period excess earnings method approach, which involves significant unobservable inputs (Level 3 inputs). These inputs include projected sales, margin, required rate of return and tax rate, as well as estimates of achievement probability and timing related to the royalty and milestone obligations due to JHU, as described in Note 10. The calculation of the excess of the purchase price over the estimated fair value of the tangible net assets and intangible assets acquired was recorded to goodwill, which is primarily attributed to the research and development workforce expertise, next generation sequencing capabilities and expected synergies. The total goodwill related to this combination is not deductible for tax purposes. The total purchase price allocation is preliminary and based upon estimates and assumptions that are subject to change within the measurement period as additional information for the estimates is obtained. The measurement period remains open pending the completion of valuation procedures related to certain acquired assets and liabilities assumed, primarily in connection with the IPR&D asset, as well as finalization of the pre-combination income tax returns. The net loss before tax of Thrive included in the Company’s condensed consolidated statement of operations from the combination date of January 5, 2021 to September 30, 2021 was $219.6 million. The net loss before tax of Thrive included in the Company’s condensed consolidated statement of operations for the three months ended September 30, 2021 was $39.6 million. The following unaudited pro forma financial information summarizes the combined results of operations for the Company and Thrive, as though the companies were combined as of the beginning of January 1, 2020.
|  | Three Months Ended September 30, |  | Nine Months Ended September 30,
(In thousands) |  | 2021 |  | 2020 |  | 2021 |  | 2020
Total revenues |  | $ | 456,379 |  |  | $ | 408,363 |  |  | $ | 1,293,275 |  |  | $ | 1,025,052 |
Net loss before tax |  | (170,797) |  |  | (224,860) |  |  | (536,253) |  |  | (575,981) |
The unaudited pro forma financial information for all periods presented above has been calculated after adjusting the results of Thrive to reflect the business combination accounting effects resulting from this combination. The Company incurred $86.2 million of stock-based compensation expense related to accelerated vesting in connection with the acquisition, $13.5 million of stock-based compensation expense related to accelerated vesting for employees with qualifying termination events, and $10.3 million of transaction costs incurred to execute the acquisition during the first quarter of 2021. These expenses are included in general and administrative expenses on the condensed consolidated statement of operations for the nine months ended September 30, 2021 and are reflected in pro forma earnings for the nine months ended September 30, 2020 in the table above. The Company recorded a realized gain of $30.5 million during the first quarter of 2021 in investment income (expense), net on the Company’s condensed consolidated statement of operations relating to the Company’s pre-acquisition investment in Thrive. This gain has been reduced to $7.6 million due to the Company’s smaller ownership interest in Thrive on January 1, 2020, and is reflected in pro forma earnings for the nine months ended September 30, 2020 in the table above. The Company recorded a remeasurement of contingent consideration of $10.5 million related to Thrive in general and administrative expenses in the condensed consolidated statement of operations for the nine months ended September 30, 2021. This expense is reflected in the nine months ended September 30, 2020 in the table above. The historical consolidated financial statements have been adjusted in the unaudited pro forma combined financial information to give effect to pro forma events that are directly attributable to the business combination and factually supportable. The unaudited pro forma financial information is for informational purposes only and is not indicative of the results of operations that would have been achieved if the combination had taken place as of January 1, 2020. During the nine months ended September 30, 2021, the Company incurred $10.3 million of acquisition-related costs recorded in general and administrative expenses in the condensed consolidated statement of operations. These costs include fees associated with financial, legal, accounting and other advisors incurred to complete the merger. In connection with acquisition-related severances, the Company recorded $4.5 million of expense related to vesting of previously unvested equity awards and $1.2 million of additional benefit charges for the three months ended September 30, 2021. The Company recorded $19.0 million of expense related to vesting of previously unvested equity awards and $3.9 million of additional benefit charges for the nine months ended September 30, 2021. Paradigm Diagnostics, Inc. and Viomics, Inc. On March 3, 2020, the Company acquired all of the outstanding capital stock of Paradigm and Viomics, two related party companies of one another headquartered in Phoenix, Arizona, in transactions that were deemed to be a single business combination in accordance with ASC 805, Business Combinations, (“the Paradigm Acquisition”). Paradigm provides comprehensive genomic-based profiling tests that assist in the diagnosis and therapy recommendations for late-stage cancer. Viomics provides a platform for identification of biomarkers. The Company entered into this acquisition to enhance its product portfolio in cancer diagnostics and to enhance its capabilities for biomarker identification. The acquisition date fair value of the consideration to be transferred for Paradigm and Viomics was $40.4 million, which consists of $32.2 million payable in shares of the Company’s common stock and $8.2 million which was settled through a cash payment. Of the $32.2 million to be settled through the issuance of common stock, $28.8 million was issued as of September 30, 2021, and the remaining $3.4 million, which was withheld and may become payable as additional merger consideration, is included in other current liabilities in the condensed consolidated balance sheet as of September 30, 2021. The purchase price was allocated to the underlying assets acquired and liabilities assumed based upon their estimated fair values as follows:
(In thousands) |  | Preliminary Allocation March 3, 2020 |  | Measurement Period Adjustments |  | Final Allocation March 3, 2021
Net operating assets |  | $ | 6,133 |  |  | $ | (760) |  |  | $ | 5,373 |
Goodwill |  | 29,695 |  |  | 736 |  |  | 30,431 |
Developed technology |  | 7,800 |  |  | — |  |  | 7,800 |
Net operating liabilities |  | (3,123) |  |  | (80) |  |  | (3,203) |
Total purchase price |  | $ | 40,505 |  |  | $ | (104) |  |  | $ | 40,401 |
The measurement period adjustments primarily related to accounts receivable valuation and working capital adjustments. The fair value of identifiable intangible assets has been determined using the income approach, which involves significant unobservable inputs (Level 3 inputs). These inputs include projected sales, margin, weighted average cost of capital and tax rate. Developed technology represents purchased technology that had reached technological feasibility and for which development had been completed as of the acquisition date. Fair value was determined using future discounted cash flows related to the projected income stream of the developed technology for a discrete projection period. Cash flows were discounted to their present value as of the closing date. Developed technology is amortized on a straight-line basis over its estimated useful life of 15 years. The calculation of the excess of the purchase price over the estimated fair value of the tangible net assets and intangible assets acquired was recorded to goodwill, which is primarily attributed to the assembled workforce, and expected synergies. The total goodwill related to this acquisition is not deductible for tax purposes. The Company agreed to issue to the previous investors in Viomics equity interests with an acquisition-date fair value of up to $8.4 million in Viomics, vesting over 4 years based on certain retention arrangements. Payment is contingent upon continued employment with the Company over the four year vesting period and is recognized as stock-based compensation expense in general and administrative expense in the condensed consolidated statement of operations. Asset Acquisitions PFS Genomics Inc. On May 3, 2021, the Company acquired 90% of the outstanding capital stock of PFS Genomics Inc. (“PFS”). On June 23, 2021, the Company completed the acquisition of the remaining 10% interest in PFS. The Company paid cash of $33.6 million for 100% of the outstanding capital stock in PFS. PFS is a healthcare company focused on personalizing treatment for breast cancer patients to improve outcomes and reduce unnecessary treatment. The Company expects this acquisition to expand its ability to help guide early-stage breast cancer treatment through individualized radiotherapy treatment decisions. The transaction was treated as an asset acquisition under GAAP because substantially all of the fair value of the gross assets acquired were deemed to be associated with the acquired technology. The assets acquired and liabilities assumed were substantially comprised of the IPR&D asset as shown in the table below. The IPR&D asset acquired was recorded to research and development expense in the condensed consolidated statement of operations immediately after acquisition as the asset was deemed to be incomplete and had no alternative future use at the time of acquisition. The Company accounted for the acquisition in accordance with the accounting standards codification guidance for business combinations, whereby the total purchase price was allocated to the acquired net tangible and intangible assets based on their estimated fair values as of the closing date. Acquisition related costs were not material in this asset acquisition. The following table summarizes the allocation of the purchase price to the fair values assigned to the assets acquired and liabilities assumed:
(In thousands) |  |
Consideration |  |
Cash paid for acquisition of PFS Genomics outstanding shares |  | $ | 33,569
Assets acquired and liabilities assumed |  |
Cash |  | 496
IPR&D asset |  | 33,074
Other assets and liabilities |  | (1)
Net assets acquired |  | $ | 33,569
TARDIS License Agreement On January 11, 2021, the Company entered into a worldwide exclusive license to the proprietary TARDIS technology from TGen, an affiliate of City of Hope. Under the agreement, the Company acquired a royalty-free, worldwide exclusive license to proprietary TARDIS patents and know-how. The Company intends to develop and commercialize the TARDIS technology as a minimal residual disease test. The Company accounted for this transaction as an asset acquisition. In connection with the asset acquisition, the Company paid upfront fair value consideration of $52.3 million comprised of $25.0 million in cash and issuance of 0.2 million shares of common stock valued at $27.3 million based on the average of the high and low market price of the Company’s shares on the acquisition date. In addition, the Company is obligated to make milestone payments to TGen of $10.0 million and $35.0 million upon achieving cumulative product revenue related to MRD detection and/or treatment totaling $100.0 million and $250.0 million, respectively. These payments are contingent upon achievement of these cumulative revenues on or before December 31, 2030. The upfront consideration was recorded to research and development expense in the condensed consolidated statement of operations immediately after acquisition as the asset was deemed to be incomplete and had no alternative future use at the time of acquisition. The Company will record the sales milestones once achievement is deemed probable. No acquisition related costs were incurred in this asset acquisition during the three and nine months ended September 30, 2021.

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