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Acquisitions | 6 Months Ended
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Jun. 30, 2022
Business Combination and Asset Acquisition [Abstract] |
Acquisitions | Acquisitions BioDiscovery Acquisition In October 2021, the Company completed the acquisition of BioDiscovery, LLC, for a combination of approximately $52.3 million in cash, $40.0 million in shares of Company common stock, and $10.0 million in cash payable based on the achievement of certain milestones. Of the $40.0 million in shares of Company common stock, approximately $26.0 million is subject to vesting based on continuous service. See Note 6 to our condensed consolidated financial statements for a discussion of the restricted stock vesting terms and accounting treatment. The purchase price allocation for the acquisition of BioDiscovery is preliminary and subject to revision as additional information about the fair value of assets and liabilities becomes available. As permitted under ASC 805, the Company is allowed a measurement period, which may not exceed one year, in which to complete its accounting for the acquisition. During the first quarter of 2022, the Company recorded an increase to the value of acquired contract liabilities in the amount of $94,000, with the offset recorded to goodwill. The purchase price is still subject to adjustment for the final determination of deferred and current tax assets and liabilities. The following is the purchase price for the acquisition of BioDiscovery:
Cash |  | $ | 52,291,000 |
Estimated fair value of milestone consideration |  | $ | 9,000,000 |
Return of cash to buyer from escrow |  | $ | (694,000) |
Shares of common stock issued as consideration |  | 2,723,000 |
Stock price per share on closing date |  | $ | 5.20 |
Value of estimated common stock consideration |  | $ | 14,159,000 |
Total purchase price |  | $ | 74,756,000 |
The total purchase price was allocated to BioDiscovery’s tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date, with the excess recorded as goodwill, as follows:
Cash and cash equivalents |  | $ | 3,205,000 |
Accounts receivable |  | 1,782,000 |
Right-of-use assets |  | 3,987,000 |
Other assets |  | 213,000 |
Intangible assets |  | 26,800,000 |
Goodwill |  | 49,081,000 |
Accounts payable and other accrued liabilities |  | (193,000) |
Right-of-use liabilities (short-term and long-term) |  | (3,987,000) |
Deferred tax liability |  | (5,777,000) |
Contract liabilities |  | (355,000) |
Net assets acquired |  | $ | 74,756,000 |
The acquisition date fair values of identifiable intangible assets acquired are as follows:
Customer relationships |  | $ | 3,000,000 |
Developed technology |  | 22,800,000 |
Tradename |  | 1,000,000 |
Fair value of identifiable intangible assets |  | $ | 26,800,000 |
The Company uses the income approach to derive the fair value of the identified intangible assets acquired. This approach calculates fair value by estimating future cash flows attributable to the assets and then discounting these cash flows to a present value using a risk-adjusted discount rate. The developed technology, customer relationships and trade name intangibles are both being amortized on a straight-line basis over their estimated useful lives of five years. Straight-line amortization was determined to be materially consistent with the pattern of expected use of the intangible assets. As the Company began integrating BioDiscovery’s operations with its existing operations during the fourth quarter of 2021, it is not practical or meaningful to distinguish BioDiscovery’s expenses or net income or loss from that of the combined operations. Pro forma Financial Information The unaudited pro forma financial information in the table below summarizes the combined results of operations for the Company and BioDiscovery as if the companies had been combined as of the beginning of the year prior to the acquisition. These amounts have been calculated after applying the Company’s accounting policies and adjusting the results of BioDiscovery to reflect the additional amortization that would have been charged assuming the fair value adjustments to intangible assets had been applied at the beginning of the year prior to the acquisition. The following unaudited pro forma financial information is for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved as if the acquisitions had taken place as of January 1, 2020.
|  | Six Months Ended June 30, |  | Three Months Ended June 30,
| 2021 |  | 2021
Revenue |  | $ | 9,467,000 |  |  | $ | 5,313,000 |
Net loss |  | (30,479,000) |  |  | (19,320,000) |
Basic and diluted net loss per share |  | $ | (0.11) |  |  | $ | (0.07) |

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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://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI https://asc.fasb.org/topic&trid=2303972 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 5 -Subparagraph (b) -URI https://asc.fasb.org/extlink&oid=128092470&loc=d3e4946-128472 + Details
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