3. Business combination

Oncura Partners Diagnostics, LLC, or Oncura

On January 8, 2016, the Company wholly acquired Oncura Partners Diagnostics, LLC, a privately held provider of remote, real-time ultrasound imaging and teleconsulting services currently focused on the veterinary medicine market. Oncura is included within the Ultrasound reportable segment; see Note 16 Segment Information for further details. The purchase price was $20.2 million, comprised of an upfront cash payment of $8.4 million, post-closing adjustments $0.4 million, the relief of liabilities owed to Analogic of $1.3 million, and the fair value of contingent consideration at the time of acquisition of $10.1 million. The acquisition has been accounted for as an acquisition of a business.

We finalized the purchase accounting for the Oncura acquisition during the second quarter of fiscal year 2017. The following table summarizes the purchase price allocation based on estimates of the fair values of the separately identifiable assets acquired and liabilities assumed as of the acquisition date. The fair value measurements of intangibles, property, plant and equipment, deferred revenue, and contingent consideration were based upon significant inputs not observable in the market and therefore represent fair value measurements based on Level 3 inputs, as defined in Note 8, Fair Value Measurements.

(in millions)
Cash				$	0.4
Accounts receivable					0.3
Inventory					0.2
Other assets					0.4
Property, plant, and equipment					0.4
Goodwill					16.4
Intangible assets:
Tradename (estimated useful life of 5 years)	$	1.0
Customer relationships (estimated useful life of 6 years)		3.1
Total intangible assets					4.1
Total assets acquired					22.2
Accounts payable and accrued expenses		(0.9	)
Deferred revenue		(1.1	)
Total liabilities assumed					(2.0	)
Total purchase price				$	20.2

We estimated the fair value of identifiable acquisition-related intangible assets primarily based on discounted cash flow projections that will arise from these assets. We use significant judgment with regard to assumptions used in the determination of fair value such as discount rates, projected cash flows, and the determination of the estimated useful lives of the intangible assets.

In connection with this acquisition, we recorded an acquisition date fair value contingent consideration obligation of $10.1 million within long-term contingent consideration, in the Consolidated Balance Sheets. This obligation is payable upon the achievement of certain revenue and gross margin targets over a four year period starting on May 1, 2016. There is no limit on the earnout that can be paid out. The $10.1 million fair value was estimated through a Monte Carlo valuation model that incorporates probability adjusted assumptions relating to the achievement of these targets and the likelihood of us making payments. This fair value measurement is based upon significant inputs not observable in the market and therefore represents a Level 3 input measurement. Subsequent changes in the fair value of this obligation will be recognized as adjustments to the contingent consideration liability and reflected within our Consolidated Statement of Operations within general and administrative operating expenses. During fiscal 2017 and 2016, the estimated fair value of our contingent consideration obligation changed by $(10.2) million and $0.1 million. The total fair value of our contingent consideration obligation was $0.0 million and $10.2 million as of July 31, 2017 and 2016. For additional information related to the fair value of this obligation, please refer to Note 8. Fair Value Measurements.

We recorded goodwill of $16.4 million related to the Oncura acquisition, representing the value of the opportunities from the addition of Oncura's product and service portfolio within the veterinary industry. The goodwill from this acquisition will be deductible for tax purposes over the statutory 15 year period. During fiscal 2017, we noted impairment indicators related to our Oncura reporting unit during the annual impairment test for goodwill and other intangible assets with indefinite lives as of December 31, 2016, and during the third quarter of fiscal 2017 interim impairment test on goodwill. As a result, we recorded $16.4 million goodwill impairment charge related to Oncura reporting unit. For additional information related to the goodwill impairment test, please refer to Note 10. Intangible assets and goodwill.

During fiscal 2017, we did not incur acquisition costs. During fiscal 2016, we incurred acquisition costs of approximately $0.4 million, which consisted primarily of legal and due diligence expenses that are included in our general and administrative expenses in our Consolidated Statements of Operations.

The pro forma financial information for fiscal 2017 and 2016, including revenue and net income, is immaterial, and has not been separately presented.