Business acquisition (Tables)
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12 Months Ended |
Sep. 30, 2022 |
Business Combination and Asset Acquisition [Abstract] |
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Summary of Preliminary Fair Value Amounts of Assets Acquired and Liabilities Assumed |
The following table summarizes the preliminary fair value amounts of the assets acquired and liabilities assumed as of the acquisition date, as well as the purchase consideration: | | | | | | | | | (in thousands) | | December 1, 2021 | Assets acquired | | | Cash and cash equivalents | | $ | 1,306 | | Accounts receivable | | 2,309 | Other current assets and prepaid expenses | | 1,654 | Property, plant and equipment | | 1,078 | Other non-current assets | | 2,970 | Intangible assets | | 46,500 | Liabilities assumed | | | Current liabilities | | 3,549 | Non-current liabilities | | 846 | Deferred tax liability | | 10,545 | Fair value of assets acquired and liabilities assumed | | $ | 40,877 | | Goodwill | | 61,768 | Total purchase price | | $ | 102,645 | | Consideration transferred | | | Cash | | $ | 9,467 | | Company common stock | | 72,514 | Contingent consideration | | 8,500 | Holdback liabilities | | 12,838 | Net working capital adjustment | | (674) | Fair value of purchase consideration | | $ | 102,645 | |
The following table summarizes the preliminary fair value amounts of the assets acquired and liabilities assumed as of the acquisition date, as well as the purchase consideration:
| | | | | | | | | (in thousands) | | June 14, 2021 | Assets acquired | | | Cash and cash equivalents | | $ | 7 | | Accounts receivable | | 37 | Inventories | | 14 | Intangible assets | | 18,410 | Goodwill | | 21,538 | Liabilities assumed | | | Accounts payable | | 57 | Accrued expenses | | 44 | Deferred tax liability | | 2,252 | Fair value of assets acquired and liabilities assumed | | $ | 37,653 | | | | | Consideration transferred | | | Cash | | $ | 490 | | Company common stock | | 26,772 | Contingent consideration | | 5,467 | Indemnity holdback | | 4,924 | Fair value of purchase consideration | | $ | 37,653 | |
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Summary of Preliminary Estimate of Intangible Assets |
The following table summarizes the preliminary estimate of the intangible assets as of the acquisition date:
| | | | | | | | | | | | | | | (in thousands except for years) | | Estimated Weighted Average Useful Lives in Years | | Estimated Fair Value | Developed technology | | 14 | | $ | 30,900 | Customer relationships | | 10 | | 14,700 | Trade name | | 3 | | 900 | Estimated fair value of acquired intangible assets | | | | $ | 46,500 |
The following table summarizes the preliminary estimate of the intangible assets as of the acquisition date:
| | | | | | | | | | | | | | | (in thousands, except for years) | | Estimated Weighted Average Useful Lives in Years | | Estimated Fair Value | Developed technology | | 17 | | $ | 17,900 | Customer relationships | | 1.5 | | 510 | Estimated fair value of acquired intangible assets | | | | $ | 18,410 |
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Schedule of Reconciliation of Contingent Consideration |
The following table provides a reconciliation of contingent consideration and holdbacks balances from acquisition date to September 30, 2022:
| | | | | | | | | | | | | | | | | | | | | (in thousands) | | Contingent consideration | | Holdbacks | | Total | Balance at December 1, 2021 – acquisition date | | $ | 8,500 | | | $ | 12,164 | | | $ | 20,664 | | Change in fair value during the period | | (6,400) | | (7,071) | | (13,471) | Balance at September 30, 2022 | | $ | 2,100 | | | $ | 5,093 | | | $ | 7,193 | |
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Summary of Pro Forma Information |
The unaudited pro forma financial information is prepared for comparative purposes only and does not purport to be indicative of the actual operating results that would have been recorded had the Abveris acquisition actually taken place on October 1, 2020 and should not be taken as indicative of future consolidated operating results. Additionally, the unaudited pro forma financial results do not include any anticipated synergies or other expected benefits from the Abveris acquisition. | | | | | | | | | | | | | | | | | | | | | Year ended September 30, | (in thousands) | | | 2022 | | 2021 | Revenues | | | 206,011 | | 143,632 | Net loss attributable to common stockholders | | | (216,796) | | | (146,515) | |
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