Mesa Laboratories Inc 8-K/A, filed Dec 22, 2021

Mesa Laboratories Inc /Co/ (MLAB)

8-K/A 2021-12-22 For: 2021-10-18

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Added on April 11, 2026

About this 8-K/A

Mesa Laboratories Inc filed this 8-K/A on December 22, 2021, reporting on events of October 18, 2021.

Items reported

Item 9.01: Financial statements and exhibits

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☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class	Trading Symbol	Name of each exchange on which registered

Common Stock, no par value	MLAB	The Nasdaq Stock Market LLC

Exhibit No.	Description
23.1	Consent of Moss Adams, independent auditors for Agena Bioscience, Inc.
99.1	Audited financial statements of Agena Bioscience, Inc., which comprise (a) the consolidated balance sheets as of December 31, 2020 and December 31, 2019; (b) the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows for the years then ended, and (c) the related notes to the consolidated financial statements.
99.2	Unaudited financial statements of Agena Bioscience, Inc, which comprise (a) the unaudited consolidated balance sheets as of June 30, 2021; (b) the related unaudited consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows; and (c) the related notes to the consolidated financial statements.
99.3	(1) Unaudited pro forma condensed combined balance sheets of Mesa as of September 30, 2021; (2) unaudited pro forma condensed combined statement of operations of Mesa for the year ended March 31, 2021; (3) unaudited pro forma condensed combined statement of income of Mesa for the six months ended September 30, 2021; and (4) related notes to unaudited pro forma condensed combined financial statements.
104	Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document

DATE: December 22, 2021		Mesa Laboratories, Inc.
		(Registrant)


	BY:	/s/ Gary M. Owens
		Gary M. Owens
		President and Chief Executive Officer

	PAGE

REPORT OF INDEPENDENT AUDITORS	1–2

CONSOLIDATED FINANCIAL STATEMENTS
Balance Sheets	3
Statements of Operations and Comprehensive Income (Loss)	4
Statements of Mezzanine Equity and Stockholders’ Equity (Deficit)	5
Statements of Cash Flows	6
Notes to Financial Statements	7–22

	December 31
	2020			2019
ASSETS
Current Assets
Cash and cash equivalents	$	16,068,697		$	2,418,159
Accounts receivable, net		19,275,448			12,003,412
Inventories		9,461,294			9,164,369
Prepaid expenses and other current assets		1,176,578			1,004,625
Total current assets		45,982,017			24,590,565
Property and Equipment, net		3,148,189			3,251,964
Intangible Assets, net		4,567,585			6,867,699
Goodwill		4,190,981			4,190,981
Restricted Cash		300,000			300,000
Other Assets		178,819			199,857
Total assets	$	58,367,591		$	39,401,066

LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Accounts payable	$	2,761,326		$	1,275,112
Accrued liabilities		10,186,831			4,539,073
Deferred revenue		1,798,162			1,417,676
Loan Payable		1,988,756			-
Notes Payable		3,666,667			-
Revolving line of credit		-			118,313
Total current liabilities		20,401,742			7,350,174
Deferred Revenue		698,750			393,640
Deferred Rent		304,085			433,073
Preferred Stock Warrants Liability		2,935,500			873,000
Deferred Tax Liability		366,290			-
Loan Payable, net of current portion		596,626			-
Notes Payable, net of current portion		18,692,000			22,092,889
Total liabilities		43,994,993			31,142,776

Mezzanine Equity
Redeemable convertible preferred stock, Series A, $.0001 par value; 33,699,999 shares authorized; 33,249,999 shares issued and outstanding at December 31, 2020 and 2019		52,388,498			49,728,498
Total mezzanine equity		52,388,498			49,728,498

Stockholders' Equity (Deficit)
Common stock, $.0001 par value; 51,685,543 shares authorized; 11,137,639 and 10,586,337 shares issued and outstanding at December 31, 2020 and 2019, respectively		1,114			1,059
Additional paid-in capital		-			-
Accumulated other comprehensive loss		(102,923	)		(226,049	)
Accumulated deficit		(37,914,091	)		(41,245,218	)
Total stockholders' equity (deficit)		(38,015,900	)		(41,470,208	)
Total liabilities, mezzanine equity and stockholders' equity (deficit)	$	58,367,591		$	39,401,066

	Years Ended December 31,
	2020			2019
REVENUE
Systems revenue	$	17,928,441		$	17,581,178
Consumables revenue		44,534,180			32,154,739
Services revenue		6,006,150			5,644,023
Total revenue		68,468,771			55,379,940

COST OF REVENUE		23,658,174			20,244,291

GROSS PROFIT		44,810,597			35,135,649

OPERATING EXPENSES
Sales and marketing		16,201,854			16,031,901
Research and development		10,014,648			12,590,392
General and administrative		6,759,178			6,825,119
Amortization expense		2,300,114			2,300,114
Total operating expenses		35,275,794			37,747,526

OPERATING INCOME (LOSS)		9,534,803			(2,611,877	)

OTHER INCOME/EXPENSE
Interest expense		(2,170,136	)		(2,091,548	)
Other income (expense), net		319,403			8,660
Change in fair value of preferred stock warrants		(2,062,500	)		41,550
Total other expense, net		(3,913,233	)		(2,041,338	)

NET INCOME (LOSS) BEFORE PROVISION FOR INCOME TAX		5,621,570			(4,653,215	)

PROVISION FOR INCOME TAX		560,260			134,625

NET INCOME (LOSS)		5,061,310			(4,787,840	)

OTHER COMPREHENSIVE INCOME
Foreign currency translation adjustment		123,126			19,423

COMPREHENSIVE INCOME (LOSS)	$	5,184,436		$	(4,768,417	)

	Mezzanine					Stockholders' Equity
												Accumulated
									Additional			Other						Total
	Series A				Common Stock				Paid-in			Comprehensive			Accumulated			Stockholders'
	Shares		Amount		Shares		Amount		Capital			Loss			Deficit			Equity (Deficit)

BALANCE, JANUARY 1, 2019		33,249,999	$	47,068,498		10,442,109	$	1,045	$	-		$	(245,472	)	$	(34,510,101	)	$	(34,754,528	)

Stock compensation expense		-		-		-		-		645,164			-			-			645,164
Issuance of common stock		-		-		144,228		14		67,559			-			-			67,573
Accretion of preferred stock to redemption value		-		2,660,000		-		-		(712,723	)		-			(1,947,277	)		(2,660,000	)
Net loss		-		-		-		-		-			-			(4,787,840	)		(4,787,840	)
Foreign currency translation adjustment		-		-		-		-		-			19,423			-			19,423

BALANCE, DECEMBER 31, 2019		33,249,999		49,728,498		10,586,337		1,059		-			(226,049	)		(41,245,218	)		(41,470,208	)

Stock compensation expense		-		-		-		-		721,792			-			-			721,792
Issuance of common stock		-		-		551,302		55		208,025			-			-			208,080
Accretion of preferred stock to redemption value		-		2,660,000		-		-		(929,817	)		-			(1,730,183	)		(2,660,000	)
Net income		-		-		-		-		-			-			5,061,310			5,061,310
Foreign currency translation adjustment		-		-		-		-		-			123,126			-			123,126

BALANCE, DECEMBER 31, 2020		33,249,999	$	52,388,498		11,137,639	$	1,114	$	-		$	(102,923	)	$	(37,914,091	)	$	(38,015,900	)

Balance, January 1, 2019	$	914,550
Change in fair value		(41,550	)
Balance, December 31, 2019		873,000
Change in fair value		2,062,500
Balance, December 31, 2020	$	2,935,500

	2020		2019

Raw materials	$	5,116,638	$	4,822,161
Work in process		1,908,906		1,176,346
Finished goods		2,435,750		3,165,862

Total	$	9,461,294	$	9,164,369

	2020			2019

Lab equipment	$	7,401,455		$	6,048,961
Leasehold improvements		905,218			1,013,956
Furniture and office equipment		1,467,966			1,409,423
		9,774,639			8,472,340
Less accumulated depreciation		(6,626,450	)		(5,220,376	)

Total	$	3,148,189		$	3,251,964

	2020					2019
				Weighted-					Weighted-
				average					average
				Remaining					Remaining
	Value			Life (Years)		Value			Life (Years)

Definite-lived assets
Patented technology	$	4,230,000			4.4	$	4,230,000			5.4
Trade names		4,800,000			1.4		4,800,000			2.4
Customer relationships		10,680,000			1.4		10,680,000			2.4
		19,710,000					19,710,000

Less accumulated amortization		(15,142,415	)				(12,842,301	)

Intangible assets, net	$	4,567,585				$	6,867,699

Years Ending December 31,
2021	$	2,300,114
2022		1,212,926
2023		436,364
2024		436,364
2025		181,817

Total	$	4,567,585

	Lease
	Payments
Years Ending December 31,
2021	$	1,773,896
2022		2,233,968
2023		1,959,091
2024		1,867,953
2025		1,913,418
Thereafter		1,986,754

Total	$	11,735,080

	2020		2019

Average expected term (years)		1.2		2.2
Expected stock price volatility		73%		53%
Risk-free interest rate		0.1%		2.7%
Expected dividends	Zero		Zero

	Years Ended December 31,
	2020			2019
OPERATING ACTIVITIES
Net income (loss)	$	5,061,310		$	(4,787,840	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization		3,566,198			3,707,344
Impairment charge for intangible asset		-			178,571
Non-cash interest expense		297,651			227,770
Stock compensation expense		721,792			645,164
Unrealized foreign exchange (gain) loss		(196,560	)		92,613
Gain on sale of property and equipment		-			(248,990	)
Change in fair value of preferred stock warrants		2,062,500			(41,550	)
Deferred income taxes		347,127			-
Change in operating assets and liabilities:
Accounts receivable		(7,050,141	)		1,331,041
Inventories		(1,028,452	)		184,946
Prepaid expenses and other assets		(172,278	)		(86,993	)
Accounts payable		1,477,631			(1,595,899	)
Accrued liabilities		5,541,200			235,321
Deferred revenue		631,083			(324,342	)
Deferred rent		(128,988	)		(96,854	)
Net cash provided by (used in) operating activities		11,130,073			(579,698	)

INVESTING ACTIVITIES
Purchase of equipment		(266,908	)		(638,268	)
Net cash used in investing activities		(266,908	)		(638,268	)

FINANCING ACTIVITIES
Proceeds from issuance of common stock		208,080			67,573
Proceeds from issuance of debt, net of issuance costs		-			2,683,534
Payments on revolving line of credit, net		(118,313	)		(3,375,773	)
Proceeds from other debt		2,585,382			-
Net cash provided by (used in) financing activities		2,675,149			(624,666	)

EFFECT OF EXCHANGE RATE CHANGES ON CASH		112,224			10,694

NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH		13,650,538			(1,831,938	)

CASH, CASH EQUIVALENTS AND RESTRICTED CASH
Beginning of period		2,718,159			4,550,097

Years Ending December 31,
2021	$	3,666,667
2022		8,800,000
2023		8,800,000
2024		733,333

Total principal payments		22,000,000
Final payment fee		358,667
Total	$	22,358,667

				Weighted-average
						Remaining
	Number of			Exercise		Contractual
	Shares			Price		Term (Years)

Balance outstanding, January 1, 2019		5,850,550		$	0.73		7.52

Granted		946,000			1.76
Exercised		(144,228	)		0.47
Cancelled		(882,252	)		0.96

Balance outstanding, December 31, 2019		5,770,070		$	0.87		6.91

Granted		1,964,500			1.63
Exercised		(551,302	)		0.38
Cancelled		(595,386	)		1.16

Balance outstanding, December 31, 2020		6,587,882		$	1.11		6.98
Exercisable, December 31, 2020		4,151,680		$	0.82		5.81

Conversion of preferred stock			33,249,999
Stock warrants issued and outstanding			450,000
Stock options issued and outstanding			6,587,882
Authorized for future stock option grants			260,023

Total			40,547,904

	2020		2019

Domestic	$	5,203,772	$	(5,143,086	)
Foreign		417,798		489,871

Total	$	5,621,570	$	(4,653,215	)

	2020			2019
Current:
State	$	246,232		$	1,468
Foreign		(52,271	)		133,157
Total Current		193,961			134,625

Deferred:
Foreign		366,299			-
Total Deferred	$	366,299		$	-

Total	$	560,260		$	134,625

	2020			2019

U.S. federal income tax at statutory rate	$	1,180,530		$	(977,175	)
State income taxes, net of federal benefit		223,519			(8,550	)
Foreign rate differential		14,501			44,167
Non-deductible increase in fair value of warrants		433,125			-
Change in valuation allowance		(787,954	)		1,790,644
Research credits		(1,054,317	)		(1,040,156	)
Other		550,856			325,695

Total provision for income tax	$	560,260		$	134,625

	2020			2019
Deferred tax assets:
Net operating loss carryforwards	$	2,507,886		$	4,468,421
Research credits		5,177,793			4,481,104
Intangibles		1,170,987			934,857
Compensation		1,051,905			282,438
Interest expense		-			572,935
Inventory reserve and capitalization		206,993			143,091
Other, net		343,785			439,670
Deferred tax assets		10,459,349			11,322,516

Deferred tax liability:
Property and Equipment		(494,096	)		(194,317	)

Valuation allowance		(10,331,543	)		(11,128,199	)

Net deferred tax liability	$	(366,290	)	$	-

	PAGE

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Condensed Balance Sheets	1
Condensed Statements of Operations and Comprehensive Income (Loss)	2
Condensed Statements of Mezzanine Equity and Stockholders’ Equity (Deficit)	3
Condensed Statements of Cash Flows	4
Notes to Condensed Financial Statements	5–13

	June 30,			December 31,
	2021			2020
ASSETS
Current Assets
Cash and cash equivalents	$	24,815,742		$	16,068,697
Accounts receivable, net		15,266,240			19,275,448
Inventories		12,088,898			9,461,294
Prepaid expenses and other current assets		1,673,181			1,176,578
Total current assets		53,844,061			45,982,017
Property and Equipment, net		3,350,237			3,148,189
Intangible Assets, net		3,417,528			4,567,585
Goodwill		4,190,980			4,190,981
Restricted Cash		300,000			300,000
Other Assets		174,707			178,819
Total assets	$	65,277,513		$	58,367,591
LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable	$	2,894,039		$	2,761,326
Accrued liabilities		5,581,766			10,186,831
Deferred revenue		2,263,566			1,798,162
Loan Payable		-			1,988,756
Notes Payable		8,066,667			3,666,667
Total current liabilities		18,806,038			20,401,742
Deferred Revenue		663,914			698,750
Deferred Rent		734,262			304,085
Preferred Stock Warrants Liability		1,959,000			2,935,500
Deferred Tax Liability		410,015			366,290
Loan Payable, net of current portion		-			596,626
Notes Payable, net of current portion		14,444,889			18,692,000
Total liabilities		37,018,118			43,994,993

Mezzanine Equity
Preferred stock, Series A, $.0001 par value; 33,699,999 shares authorized; 33,399,999 and 33,249,999 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively		54,026,327			52,388,498
Total mezzanine equity		54,026,327			52,388,498

Stockholders' Equity (Deficit)
Common stock, $.0001 par value; 51,685,543 shares authorized; 11,316,366 and 11,137,639 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively		1,132			1,114
Additional paid-in capital		104,986			-
Accumulated other comprehensive loss		(147,930	)		(102,923	)
Accumulated deficit		(25,725,120	)		(37,914,091	)
Total stockholders' equity (deficit)		(25,766,932	)		(38,015,900	)
Total liabilities, mezzanine equity and stockholders' equity (deficit)	$	65,277,513		$	58,367,591

	Six Months Ended June 30,
	2021			2020
REVENUE
Systems revenue	$	8,586,313		$	6,375,749
Consumables revenue		28,765,000			11,909,107
Services revenue		3,351,092			3,522,289
Total revenue		40,702,405			21,807,145

COST OF REVENUE		11,522,636			8,780,800

GROSS PROFIT		29,179,769			13,026,345

OPERATING EXPENSES
Sales and marketing		8,569,137			6,307,905
Research and development		5,127,776			4,526,644
General and administrative		3,070,054			2,648,867
Amortization expense		1,150,057			1,150,056
Total operating expenses		17,917,024			14,633,472

OPERATING INCOME (LOSS)		11,262,745			(1,607,127	)

OTHER INCOME/EXPENSE
Interest expense		(1,056,454	)		(1,055,899	)
Other income (expense), net		2,247,115			(134,634	)
Total other income (expense), net		1,190,661			(1,190,533	)

NET INCOME (LOSS) BEFORE PROVISION FOR INCOME TAX		12,453,406			(2,797,660	)

PROVISION FOR INCOME TAX		264,435			250,444

NET INCOME (LOSS)		12,188,971			(3,048,104	)

OTHER COMPREHENSIVE INCOME
Foreign currency translation adjustment		(45,007	)		12,618

COMPREHENSIVE INCOME (LOSS)	$	12,143,964		$	(3,035,486	)

Balance, December 31, 2020	$	2,935,500
Exercise of warrants for Series A preferred stock, 150,000 shares		(976,500	)
Balance, June 30, 2021	$	1,959,000

Years Ending December 31,
2021 (remaining)	$	1,150,057
2022		1,212,926
2023		436,364
2024		436,364
2025		181,817
Total	$	3,417,528

	Mesa		Agena			Transaction				Mesa
	At September 30, 2021		At June 30, 2021			Accounting Adjustments			Note	Pro Forma
ASSETS
Current assets:
Cash and cash equivalents	$	278,294	$	24,816		$	(253,304	)	(A), (B), (K)	$	49,806
Accounts receivable		22,636		15,266			(24	)	(C)		37,878
Inventories, net		12,117		12,089			9,632		(D)		33,838
Prepaid expenses and other		6,357		1,673			-				8,030
Total current assets		319,404		53,844			(243,696	)			129,552
Property, plant and equipment, net		22,392		3,350			-				25,742
Deferred tax asset		1,862		-			-				1,862
Other assets		1,979		475			10,746		(E)		13,200
Intangibles, net		103,488		3,418			157,756		(F)		264,662
Goodwill		159,977		4,191			144,380		(G)		308,548
Total assets	$	609,102	$	65,278		$	69,186			$	743,566

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	4,463	$	2,894		$	-			$	7,357
Accrued payroll and benefits		5,650		3,034			3,671		(I), (J)		12,355
Current portion of long-term debt		-		8,067			(8,067	)	(K)		-
Unearned revenues		9,741		2,264			-				12,005
Accrued expenses and other		8,836		2,548			2,795		(E), (H)		14,179
Total current liabilities		28,690		18,807			(1,601	)			45,896
Deferred tax liability		11,642		410			39,389		(M)		51,441
Long term debt		-		14,445			55,555		(A), (K)		70,000
Other long-term liabilities		436		3,358			5,001		(E), (L)		8,795
Convertible senior notes, net of discounts and debt issuance costs		168,917		-			-				168,917
Total liabilities		209,685		37,020			98,344				345,049
Mezzanine equity:
Preferred stock		-		54,026			(54,026	)	(O)		-
Stockholders’ equity:
Common stock		302,234		1			(1	)	(N)		302,234
Additional paid in capital		-		104			(104	)	(N)		-
Retained earnings/ (accumulated deficit)		82,199		(25,725	)		24,825		(H), (N)		81,299
Accumulated other comprehensive income/ (loss)		14,984		(148	)		148		(N)		14,984
Total stockholders’ equity		399,417		(25,768	)		24,868				398,517
Total liabilities, mezzanine equity and stockholders’ equity	$	609,102	$	65,278		$	69,186			$	743,566

	2)	As of the date of acquisition, Agena had not adopted ASU 2016-13, Financial Instruments -Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, as modified by ASU No. 2018-19, Codification Improvements to Topic 326, Financial Instruments - Credit Losses, (collectively "ASU 2016-13"). Agena is primarily exposed to credit losses through sales of products and services. The accounting pronouncement was applied to Agena's Financial Statements as if ASU 2016-13 had been adopted by Agena on June 30, 2021 and resulted in a decrease to accounts receivable, net and an increase to Agena's goodwill of $24.
	3)	As of the date of acquisition, Agena had not adopted ASU 2020-06, Debt with Conversion and Other Options and Derivatives and Hedging Accounting for Convertible Instruments and Contracts in an Entity's Own Equity ("ASU 2020-06"). ASU 2020-06 can impact the accounting for warrants and for convertible preferred stock. ASU 2020-06 does not affect the unaudited condensed pro forma balance sheets because the warrant and the preferred stock were paid off as part of the merger transaction. Additionally, we determined that Agena's warrant would have been classified as a liability and marked to market. The impact of the mark to market was removed from the unaudited condensed statement of operations because the liability was appropriately removed. The convertible preferred stock does not qualify as a liability following the adoption of ASU 2020-06 and the conversion feature does not require bifurcation as a derivative instrument; management continued accounting for the convertible preferred stock as a single instrument classified as mezzanine equity.
	4)	Mesa early adopted ASU 2021-08, and as a result, Agena's contract liabilities that were acquired as part of the Merger are recognized in accordance with Topic 606 as if Mesa had originated the contracts, rather than valued at fair value under Topic 805. As a result, Mesa has recognized and measured contract liabilities consistently with how Agena recognized and measured contract liabilities in their financials. Agena does not have contract assets.

	At June 30, 2021
Current assets acquired	$	40,940
Long-term assets acquired		14,571
Intangibles, net		161,174
Total assets acquired		216,685
Current liabilities assumed		16,306
Deferred tax liability		39,799
Long-term liabilities assumed		8,359
Total liabilities assumed		64,464
NET ASSETS ACQUIRED	$	152,221
Preliminary purchase consideration		300,792
PRELIMINARY GOODWILL	$	148,571

	Estimated Fair Value	Estimated Useful Life (Years)	Six Months Amortization Based on Estimated Fair Value	Annual Amortization Based on Estimated Fair Value
Customer Relationships	$ 142,085	10	7,104	14,209
Trade Name	4,395	(*)	-	-
Non-Compete Agreements	71	2	18	35
Acquired Technology	14,622	10	731	1,462
Total identifiable intangible assets	$ 161,174		7,853	15,706

	Reclassification Adjustments at June 30,2021
	Agena Historical Presentation		Agena Pro Forma Presentation
Restricted cash	$	300	$	-
Other assets		175		475
Total	$	475	$	475

Accrued liabilities	$	5,582	$	-
Accrued payroll and benefits		-		3,034
Other accrued expenses		-		2,548
Total	$	5,582	$	5,582

Deferred revenue	$	2,264	$	-
Unearned revenues		-		2,264
Total	$	2,264	$	2,264

Notes payable	$	8,067	$	-
Current portion of long term debt		-		8,067
Total	$	8,067	$	8,067

Deferred revenue (long term)	$	664	$	-
Deferred rent		735		-
Preferred stock warrants liability		1,959		-
Other long-term liabilities		-		3,358
Total	$	3,358	$	3,358

Notes Payable, net of current portion	$	14,445	$	-
Long term debt		-		14,445
Total	$	14,445	$	14,445

Agena Presentation	Mesa Presentation
Sales and marketing	Selling
Amortization expense	General and Administrative (*)
Interest expense	Interest expense and amortization of debt discount
Other income (expense), net	Other expense (income), net
Total other income (expense), net	Total nonoperating expense (income)
Provision for income tax	Provision for income tax (tax benefit)

To eliminate Agena's historical intangible assets, net	$	(3,418	)
To reflect estimated fair value of intangible assets acquired		161,174
Total adjustment to intangible assets	$	157,756

To eliminate Agena's historical goodwill	$	(4,191	)
To reflect estimated transaction goodwill		148,571
Total adjustment to goodwill	$	144,380

Payment on short term debt prior to Acquisition Date	$	8,067
Payment on long term debt prior to Acquisition Date		14,445
Total cash used for debt payment prior to Acquisition Date:	$	22,512