XML 42 R29.htm IDEA: XBRL DOCUMENT
v3.22.0.1

Acquisitions (Tables) | 12 Months Ended
--- | ---
Dec. 31, 2021
Business Combination and Asset Acquisition [Abstract] |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the estimated purchase consideration recorded for the acquisition of Trapelo, the estimated fair value of the net assets acquired and liabilities assumed, and the preliminary calculation of goodwill based on the excess of the estimated consideration transferred over the estimated 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(3) |  | (4,241) |  |  | (1,650) |  |  | (5,891) |
Deferred income tax liabilities(4) |  | (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 legal settlement liabilities. (4) Measurement period adjustment relates to a change in estimated deferred income tax liabilities as a result of the reduction in the amounts for intangible assets and related future amortization and the change in legal settlement liabilities.
Business Acquisition, Pro Forma Information | The following unaudited pro forma information 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):
|  | For the year ended December 31,
|  | 2021 |  | 2020
Net revenue |  | $ | 484,231 |  |  | $ | 444,884 |
Net loss |  | $ | (129,251) |  |  | $ | (65,387) |

X
- Definition Tabular disclosure of pro forma results of operations for a material business acquisition or series of individually immaterial business acquisitions that are material in the aggregate. + References Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (h)(2) -URI http://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463 Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (h)(3) -URI http://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463 + Details
Name: | us-gaap_BusinessAcquisitionProFormaInformationTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_BusinessCombinationAndAssetAcquisitionAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- 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
Name: | us-gaap_ScheduleOfRecognizedIdentifiedAssetsAcquiredAndLiabilitiesAssumedTableTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration