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Acquisition of Insight (Tables) | 3 Months Ended
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Mar. 31, 2021
Business Combinations [Abstract] |
Schedule of Fair Value of Aggregate Merger Consideration | The Milestone Contingent Consideration and the Royalty Contingent Consideration are collectively referred to as “Contingent Consideration”.
Cash consideration |  | $ | 7,000 | (1)
Stock consideration |  |  |  |
Shares of Oncocyte common stock issued on the Merger Date |  |  | 1,915,692 | (2)
Closing price per share of Oncocyte common stock on the Merger Date |  | $ | 2.61 |
Market value of Oncocyte common stock issued |  | $ | 5,000 |
Contingent Consideration |  | $ | 11,130 | (3)
Total fair value of consideration transferred on the Merger Date |  | $ | 23,130 |
(1) | The cash consideration paid on the Merger Date was $6.4 million, which was net of a $0.6 million cash holdback discussed above, recorded as a holdback liability since Oncocyte retained the cash. In accordance with ASC 805, amounts held back for general representations and warranties of the sellers are included as part of the total consideration transferred.
(2) | The 229,885 Stock Holdback shares were placed in an escrow account and considered to be issued and outstanding Oncocyte common stock. In accordance with ASC 805, amounts held back for general representations and warranties of the sellers, including escrowed shares of common stock, are included as part of the total consideration transferred.
(3) | In accordance with ASC 805, Contingent Consideration, at fair value, is part of the total considered transferred on the Merger Date, as further discussed below.
Schedule of Intangible Assets Acquired and Liabilities Assumed | The following table sets forth the allocation of the Aggregate Merger Consideration transferred to Insight’s tangible and identifiable intangible assets acquired and liabilities assumed on the Merger Date, with the excess recorded as goodwill (in thousands):
|  | January 31, 2020 |
Assets acquired: |  |  |  |
Cash and cash equivalents |  | $ | 36 |
Accounts receivable and other current assets |  |  | 42 |
Right-of-use assets, machinery and equipment |  |  | 585 |
Long-lived intangible assets – customer relationships |  |  | 440 |
Acquired in-process research and development |  |  | 14,650 |
Total identifiable assets acquired (a) |  |  | 15,753 |
Liabilities assumed: |  |  |  |
Accounts payable |  |  | 61 |
Right-of-use liabilities – operating lease |  |  | 495 |
Contingent Consideration transferred |  |  | 11,130 |
Long-term deferred income tax liability |  |  | 1,254 |
Total identifiable liabilities assumed (b) |  |  | 12,940 |
Net assets acquired, excluding goodwill (a) - (b) = (c) |  |  | 2,813 |
Total cash and stock consideration transferred (d) |  |  | 12,000 |
Goodwill (d) - (c) |  | $ | 9,187 |
Schedule of Identifiable Intangible Assets and Estimated Useful Life | The valuation of identifiable intangible assets and applicable estimated useful lives are as follows (in thousands, except for useful life):
|  | Estimated Asset Fair Value |  |  | Useful Life (Years) |
In process research and development (“IPR&D”) |  | $ | 14,650 |  |  |  | n/a |
Customer relationships |  |  | 440 |  |  |  | 5 |
|  | $ | 15,090 |  |  |  |  |
Schedule of Fair Value of Contingent Consideration Liability | The following table shows the Merger Date contractual payment amounts, as applicable, and the corresponding fair value of each respective Contingent Consideration liability (in thousands):
|  | Contractual Value |  |  | Fair Value on the Merger Date |
Milestone 1 |  | $ | 1,500 |  |  | $ | 1,340 |
Milestone 2 |  |  | 3,000 |  |  |  | 1,830 |
Milestone 3 (a) |  |  | 1,500 |  |  |  | 770 |
Royalty 1 (b) |  |  | See(b) |  |  |  | 5,980 |
Royalty 2 (b) |  |  | See(b) |  |  |  | 1,210 |
Total |  | $ | 6,000 |  |  | $ | 11,130 |
(a) | Indicates the maximum payable if the Milestone achieved.
(b) | Royalty Payments are based on a percentage of future revenues of DetermaIO™ and Pharma Services over their respective useful life, as defined, accordingly, there is no fixed contractual value for the Royalty Contingent Consideration.
Schedule of Contingent Consideration, Measured at Fair Value | The following table reflects the activity for Oncocyte’s Contingent Consideration since the Merger Date, measured at fair value using Level 3 inputs (in thousands):
|  | Fair Value |
Balance at December 31, 2020 |  | $ | 7,120 |
Change in estimated fair value |  |  | 1,060 |
Balance at March 31, 2021 |  | $ | 8,180 |

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- Definition Tabular disclosure of contingent payment arrangements including the terms that will result in payment and the accounting treatment that will be followed if such contingencies occur, including the potential impact on earnings per share if contingencies are to be settled in common stock of the entity. The description also may include the period over which amounts are expected to be paid, and changes in the amount since the previous reporting period. This also includes contingent options and commitments. + References No definition available. + 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 -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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