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BUSINESS COMBINATIONS AND ASSET ACQUISITIONS (Tables) | 9 Months Ended
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Sep. 30, 2021
Business Combination and Asset Acquisition [Abstract] |
Schedule of business acquisitions, by acquisition | 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 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
Schedule of recognized identified assets acquired and liabilities assumed | 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 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
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 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
Schedule of share-based payment award, stock options, valuation assumptions | 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
Business acquisition, pro forma information | 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) |

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- Definition Tabular disclosure of the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed. May include but not limited to the following: (a) acquired receivables; (b) contingencies recognized at the acquisition date; and (c) the fair value of noncontrolling interests in the acquiree. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=123413009&loc=d3e4845-128472 + Details
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