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BUSINESS COMBINATIONS AND ASSET ACQUISITIONS (Tables) | 12 Months Ended
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Dec. 31, 2023
Business Combination and Asset Acquisition [Abstract] |
Schedule of business acquisitions, by acquisition | Stock issuances in relation to acquisitions during the years ended December 31, 2023, 2022 and 2021 were as follows:
(In thousands, except for per share data) |  | Period of Acquisition |  | Shares Issued |  | Fair Value of Shares Issued
OmicEra |  | May 2022 |  | 265,186 |  | $ | 14,792 |
PreventionGenetics |  | December 2021 |  | 1,070,410 |  | 84,252 |
Ashion |  | April 2021 |  | 125,444 |  | 16,224 |
Thrive |  | January 2021 |  | 9,323,266 |  | 1,191,420 |
TARDIS license |  | January 2021 |  | 191,335 |  | 27,263 |
The acquisition date fair value of the consideration transferred for Resolution Bioscience was approximately $54.2 million, which consisted of the following:
(In thousands) |  |
Cash |  | $ | 52,527 |
Fair value of replaced equity awards |  | 1,675 |
Total purchase price |  | $ | 54,202 |
The acquisition date fair value of the consideration transferred for OmicEra was approximately $19.4 million, which consisted of the following:
(In thousands) |  |
Common stock issued |  | $ | 14,792 |
Contingent consideration |  | 4,600 |
Cash paid related to working capital adjustment |  | 16 |
Total purchase price |  | $ | 19,408 |
The acquisition date fair value of the consideration transferred for PreventionGenetics was approximately $185.4 million, which consisted of the following:
(In thousands) |  |
Cash |  | $ | 101,129
Common stock issued |  | 84,252
Total purchase price |  | $ | 185,381
The acquisition 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 acquisition 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 allocated to the underlying assets acquired and liabilities assumed | The purchase price was allocated to the underlying assets acquired and liabilities assumed based upon their estimated fair values including insignificant measurement period adjustments as follows:
(In thousands) |  |
Net operating assets |  | $ | 14,663 |
Developed technology |  | 26,000 |
Total identifiable assets acquired |  | 40,663 |
Net operating liabilities |  | (7,152) |
Net identifiable assets acquired |  | 33,511 |
Goodwill |  | 20,691 |
Net assets acquired |  | $ | 54,202 |
The purchase price was allocated to the underlying assets acquired and liabilities assumed based upon their estimated fair values including insignificant measurement period adjustments as follows:
(In thousands) |  |
Net operating assets |  | $ | 2,586 |
Developed technology |  | 10,000 |
Total identifiable assets acquired |  | 12,586 |
Net operating liabilities |  | (3,987) |
Net identifiable assets acquired |  | 8,599 |
Goodwill |  | 10,809 |
Net assets acquired |  | $ | 19,408 |
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 |  | 0%
Weighted average fair value per share of options assumed |  | $109.74 - $124.89
Business combination, pro forma information | The following unaudited pro forma financial information summarizes the combined results of operations for the Company and Resolution Bioscience, as though the companies were combined as of the beginning of January 1, 2022.
|  | Twelve Months Ended December 31,
(In thousands) |  | 2023 |  | 2022
Total revenues |  | $ | 2,507,111 |  |  | $ | 2,097,680 |
Net loss before tax |  | (237,854) |  |  | (675,091) |
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.
|  | Year Ended December 31,
(In thousands) |  | 2021 |  | 2020
Total revenues |  | $ | 2,084,279 |  |  | $ | 1,767,087 |
Net loss before tax |  | (761,337) |  |  | (1,014,352) |
Schedule of Noncash or Part Noncash Divestitures | The closing date fair value of the consideration received for the asset was approximately $29.6 million, which consisted of the following:
(In thousands) |  |
Cash |  | $ | 25,000 |
MDxHealth American Depository Shares |  | 4,631 |
Contingent consideration |  | — |
Total consideration |  | $ | 29,631 |

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- Definition Tabular disclosure of a material business combination completed during the period, including background, timing, and recognized assets and liabilities. This table does not include leveraged buyouts. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147479328/805-10-50-3 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147479328/805-10-50-2 + Details
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- Definition Tabular disclosure of the sale of an asset or business through a noncash (or part noncash) transaction. It may include the nature and purpose of the divesture, as well as the asset divested of and the noncash consideration received (that is, debt, stock, and so forth.) Noncash is defined as transactions during a period that affect recognized assets or liabilities but that do not result in cash receipts or cash payments in the period. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482913/230-10-50-4 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482913/230-10-50-3 Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 5 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482913/230-10-50-5 + Details
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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 -Topic 805 -SubTopic 20 -Name Accounting Standards Codification -Paragraph 1 -Section 50 -Publisher FASB -URI https://asc.fasb.org//1943274/2147479907/805-20-50-1 + Details
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