REVERSE MERGER (Tables)

12 Months Ended

Dec. 31, 2018

The estimated purchase consideration based on the value of the equity of Transgenomic, the accounting acquiree, is as follows:


(dollars in thousands)
Legacy Transgenomic common stock	$	6,088
Fair value of preferred stock converted to common stock		49
Fair value of debt converted to common stock		2,398
Fair value of debt converted to preferred stock		9,796
Fair value of existing bridge notes		1,275
Fair value of warrants		1,996
Purchase consideration	$	21,602

Identifiable Tangible and Intangible Assets Acquired

The following table sets forth an allocation of the purchase consideration to the identifiable tangible and intangible assets of Transgenomic, the accounting acquiree, based on fair values as of the Closing Date with the excess recorded as goodwill:


(dollars in thousands)
Current and other assets	$	419
Property and equipment		29
Goodwill		14,000
Other intangible assets(1)		21,100
Total assets		35,548
Current liabilities		13,423
Other liabilities		523
Total liabilities		13,946
Net assets acquired	$	21,602

(1)

Other intangible assets consist of:


(dollars in thousands)
Acquired technology	$	18,990
Customer relationships		250
Non-compete agreements		30
Trademark and trade name		40
Backlog		200
In-process research and development		1,590
Total intangibles	$	21,100

Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination [Table Text Block]


(dollars in thousands)
Acquired technology	$	18,990
Customer relationships		250
Non-compete agreements		30
Trademark and trade name		40
Backlog		200
In-process research and development		1,590
Total intangibles	$	21,100

Business Acquisition, Pro Forma Information

The following unaudited pro forma information presents the Company’s financial results as if the acquisition of Transgenomic had occurred on January 1, 2017 and combines Transgenomic’s unaudited consolidated statement of operations for the period from January 1, 2017 through June 29, 2017 with Precipio’s statement of operations for the year ended December 31, 2017:


	For the Year Ended December 31,
Dollars in thousands, except per share amounts	2017
Net sales	$	2,687
Net loss available to common stockholders		(37,389)
Loss per common share	$	(4.95)