BUSINESS COMBINATIONS AND ASSET ACQUISITIONS (Tables)

12 Months Ended

Dec. 31, 2022

Business Combination and Asset Acquisition [Abstract]

Schedule of business acquisitions, by acquisition

Stock issuances in relation to acquisitions during the years ended December 31, 2022, 2021 and 2020 were as follows:

(In millions)	Period of Acquisition	Shares Issued	Fair Value of Shares Issued
OmicEra	May 2022	0.3	$	14.8
PreventionGenetics	December 2021	1.1	84.2
Ashion	April 2021	0.1	16.2
Thrive	January 2021	9.3	1,190.0
Targeted Digital Sequencing (“TARDIS”) license	January 2021	0.2	27.3
Paradigm Diagnostics, Inc. (“Paradigm”) and Viomics, Inc. (“Viomics”)	March 2020	0.4	28.8

The acquisition date fair value of the consideration transferred for OmicEra was approximately $19.4 million, which consisted of the following:

(In thousands)
Common stock issued	$	14,792
Contingent consideration	4,600
Cash paid related to working capital adjustment	16
Total purchase price	$	19,408

The acquisition date fair value of the consideration transferred for PreventionGenetics was approximately $185.4 million, which consisted of the following:

(In thousands)
Cash	$	101,129
Common stock issued	84,252
Total purchase price	$	185,381

The acquisition date fair value of the consideration transferred for Ashion was approximately $110.0 million, which consisted of the following:

(In thousands)
Cash	$	74,775
Common stock issued	16,224
Contingent consideration	19,000
Total purchase price	$	109,999

The acquisition date fair value of the consideration transferred for Thrive was approximately $2.19 billion, which consisted of the following:

(In thousands)
Common stock issued	$	1,175,431
Cash	584,996
Contingent consideration	331,348
Fair value of replaced equity awards	52,245
Previously held equity investment fair value	43,034
Total purchase price	$	2,187,054

Schedule of allocated to the underlying assets acquired and liabilities assumed

The purchase price was allocated to the underlying assets acquired and liabilities assumed based upon their estimated fair values including immaterial measurement period adjustments as follows:

(In thousands)
Net operating assets	$	2,586
Developed technology	10,000
Total identifiable assets acquired	12,586
Net operating liabilities	(3,987)
Net identifiable assets acquired	8,599
Goodwill	10,809
Net assets acquired	$	19,408

(In thousands)
Cash and cash equivalents	$	1,574
Accounts receivable	6,328
Inventory	1,697
Prepaid expenses and other current assets	30
Property, plant and equipment	12,793
Developed technology	65,000
Customer relationships	4,000
Trade name	4,000
Total identifiable assets acquired	95,422
Accounts payable	(1,628)
Accrued liabilities	(992)
Total liabilities assumed	(2,620)
Net identifiable assets acquired	92,802
Goodwill	92,579
Net assets acquired	$	185,381

(In thousands)
Cash and cash equivalents	$	2,474
Accounts receivable	2,349
Inventory	1,811
Prepaid expenses and other current assets	425
Property, plant and equipment	9,947
Operating lease right-of-use assets	548
Developed technology	39,000
Total identifiable assets acquired	56,554
Accounts payable	(1,477)
Accrued liabilities	(1,190)
Operating lease liabilities, current portion	(343)
Other current liabilities	(98)
Operating lease liabilities, less current portion	(205)
Total liabilities assumed	(3,313)
Net identifiable assets acquired	53,241
Goodwill	56,758
Net assets acquired	$	109,999

The purchase price was allocated to the underlying assets acquired and liabilities assumed based upon their estimated fair values including immaterial measurement period adjustments as follows:

(In thousands)
Cash and cash equivalents	$	241,748
Prepaid expenses and other current assets	3,939
Property, plant and equipment	29,977
Operating lease right-of-use assets	39,027
Other long-term assets	67
In-process research and development (IPR&D)	1,250,000
Total identifiable assets acquired	1,564,758
Accounts payable	(3,222)
Accrued liabilities	(8,080)
Operating lease liabilities, current portion	(2,980)
Operating lease liabilities, less current portion	(38,622)
Deferred tax liability	(272,905)
Total liabilities assumed	(325,809)
Net identifiable assets acquired	1,238,949
Goodwill	948,105
Net assets acquired	$	2,187,054

The following table summarizes the allocation of the purchase price to the fair values assigned to the assets acquired and liabilities assumed:

(In thousands)
Consideration
Cash paid for acquisition of PFS Genomics outstanding shares	$	33,569
Assets acquired and liabilities assumed
Cash	496
IPR&D asset	33,074
Other assets and liabilities	(1)
Net assets acquired	$	33,569

Acquisition related costs were not material in this asset acquisition.

Schedule of share-based payment award, stock options, valuation assumptions

The fair value of options assumed were based on the assumptions in the following table:

Option Plan Shares Assumed
Risk-free interest rates	0.11% - 0.12%
Expected term (in years)	1.26 - 1.57
Expected volatility	65.54% - 71.00%
Dividend yield	0%
Weighted average fair value per share of options assumed	$109.74 - $124.89

Business combination, pro forma information

The following unaudited pro forma financial information summarizes the combined results of operations for the Company and Thrive, as though the companies were combined as of the beginning of January 1, 2020.

	Year Ended December 31,
(In thousands)	2021		2020
Total revenues	$	1,767,087	$	1,491,391
Net loss before tax	$	(761,337)	$	(1,014,352)

Schedule of Noncash or Part Noncash Divestitures

The closing date fair value of the consideration received for the asset was approximately $29.6 million, which consisted of the following:

(In thousands)
Cash	$	25,000
MDxHealth American Depository Shares	4,631
Contingent consideration	—
Total consideration	$	29,631