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Business Combination | 3 Months Ended
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Mar. 31, 2018
Business Combinations [Abstract] |
Business Combination | 5. BUSINESS COMBINATION Acquisition of Allenex On April 14, 2016, the Company acquired 98.3% of the outstanding common stock of Allenex, a transplant diagnostic company based in Stockholm, Sweden that developed, manufactured, and sold products that help match donor organs with potential recipients prior to transplantation. Allenex had a presence and direct distribution channels in the United States and Europe, with additional third party distributors in Europe and other markets around the world. Under the terms of the Conditional Share Purchase Agreements entered into on December 16, 2015, as amended, and the tender offer prospectus dated March 7, 2016, and as a result of the tender offer, the aggregate purchase consideration paid by the Company was approximately $34.1 million and consisted of (i) $26.9 million of cash, of which $5.7 million (which represents SEK 50,620,000 as of the acquisition date) was deferred purchase consideration originally payable to Midroc Invest AB, FastPartner AB and Xenella Holding AB, the former majority shareholders of Allenex (the “Former Majority Shareholders”) by no later than March 31, 2017, subject to certain contingencies being met, and (ii) the issuance of 1,375,029 shares of the Company’s common stock valued at $7.2 million. Of the total cash consideration, $8.0 million of cash payable to the Former Majority Shareholders was deposited into an escrow account by the Company and subsequently invested in the Company by the Former Majority Shareholders through a purchase of the Company’s equity securities in a private placement. On June 8, 2016, the Company delisted Allenex’s common stock from Nasdaq Stockholm. The date by which the deferred purchase consideration was due to the Former Majority Shareholders was subsequently extended to July 1, 2017. In addition, interest began accruing on the Company’s obligations to the Former Majority Shareholders (the “Deferred Obligation”) at a rate of 10.0% per year commencing on January 1, 2017. On July 1, 2017, the Deferred Obligation totaled $6.3 million. On July 1, 2017, the Conditional Share Purchase Agreements were amended in order to, among other things: (i) convert approximately $1.1 million of the Deferred Obligation into 1,022,544 shares of the Company’s common stock at a per share price equal to $1.12; (ii) require that the Company make an immediate cash payment of $0.5 million thereby reducing the Deferred Obligation by $0.5 million; (iii) extend the maturity date of a portion of the obligations, totaling approximately $2.9 million, under the Conditional Share Purchase Agreements to March 31, 2019; and (iv) provide that approximately $2.1 million of the Deferred Obligation would become payable on December 31, 2017 unless converted into shares of the Company’s common stock prior to that date, which issuance of shares was subject to approval by the Company’s stockholders. Interest began to accrue on the Deferred Obligation at a rate of 10% per annum commencing on July 1, 2017. On November 14, 2017, the Company further amended the Conditional Share Purchase Agreements with the Former Majority Shareholders, and, as a result, the Company paid the total remaining deferred purchase consideration of $4.7 million, plus accrued interest. The Company has accounted for the Allenex transaction as a business combination in exchange for total consideration of approximately $34.1 million. Under business combination accounting, the total purchase price was allocated to Allenex’s net tangible and identifiable intangible assets based on their estimated fair values as of April 14, 2016. The fair value of the remaining 1.7% of noncontrolling interest in Allenex was purchased on March 15, 2018. The fair value of the noncontrolling interest was determined based on the number of outstanding shares comprising the noncontrolling interest and Allenex’s stock price of SEK 2.48 per share as of the acquisition date. The noncontrolling interest was presented as a component of stockholders’ equity on the Company’s condensed consolidated balance sheets at December 31, 2017. Acquisition of assets of Conexio Genomics Pty. Ltd On January 20, 2017, the Company acquired the business assets of Conexio Genomics Pty. Ltd (“Conexio”). Prior to the acquisition, the Company was the exclusive distributor of the Conexio SBTTM product line for all countries excluding Australia. The Company purchased rights to many of the assets, such as machinery, facilities leases, know-how and the opportunity to retain key Conexio employees to continue producing and selling the SBT products. The Company paid $0.4 million in cash and will make quarterly payments of 20% of the gross revenue from the sale of the SBT products up to an aggregate total of $0.7 million. During the three months ended March 31, 2018, and March 31, 2017, respectively, the Company paid less than $0.1 million and nil, respectively. The Company accounted for this transaction as a business combination. The following table summarizes the fair values of the assets acquired and liabilities assumed as of the acquisition date (in thousands):
|  | Total |
Inventory |  | $ | 1,040 |
Property, plant and equipment |  |  | 97 |
Intangible assets |  |  | 155 |
Goodwill |  |  | 85 |
Assumed liabilities |  |  | (82 | )
Total acquisition consideration |  | $ | 1,295 |
The following table presents details of the identified intangible assets acquired at the acquisition date (in thousands):
|  | Estimated Fair Value |  |  | Estimated Useful Life (Years) |
Completed technology |  | $ | 127 |  |  |  | 9 |
Customer relationships |  |  | 28 |  |  |  | 9 |
Total |  | $ | 155 |  |  |  |  |
Goodwill recorded from the acquisition of the Conexio business assets is primarily related to expected synergies. The goodwill resulting from the acquisition is not deductible for tax purposes. The post-acquisition results of operations of the Conexio business assets for the period from January 20, 2017 are included in the Company’s consolidated statements of operations.

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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