3. Acquisition of Business of GenePOC On June 3, 2019, we acquired the business of GenePOC Inc. (GenePOC), a Quebec City, Quebec Province, Canada based provider of molecular diagnostic instruments and assays . The purchase agreement contemplates a maximum total consideration of up to $120,000, which based upon the current preliminary valuation is estimated at a total fair value of approximately $77,502. Pursuant to the purchase agreement, the maximum consideration is comprised of the following (noting that the current preliminary valuation values the contingent consideration identified in (ii) and (iii) below at an aggregate amount of approximately $27,200): (i) a $50,000 cash payment on June 3, 2019, subject to a working capital adjustment and a holdback of $5,000 to secure selling partys performance of certain post-closing obligations; (ii) two $10,000 installments contingent upon the achievement of certain product development milestones if achieved by September 30, 2020 and March 31, 2021, respectively; and (iii) up to $50,000 of contingent consideration payable if certain financial performance targets are achieved during the twelve-month period ending September 30, 2022. The total of the holdback identified in (i) above and the currently estimated value of the contingent consideration identified in (ii) and (iii) above are reflected as acquisition consideration within the non-current liabilities section of the accompanying Condensed Consolidated Balance Sheets. The acquisition was made utilizing cash and equivalents on hand and proceeds drawn from our new $125,000 revolving credit facility, which replaced our previous credit facility. Proceeds from the new credit facility were also utilized to repay and settle the outstanding principal and interest due on our term loan (see Note 9). As a result of currently estimated total consideration exceeding the preliminary fair value of the net assets acquired, goodwill in the amount of $34,482 was recorded in connection with this acquisition, which, pending certain tax planning, is expected to be deductible for tax purposes ratably over 15 years. The goodwill results largely from Meridians ability to market and sell GenePOCs technology and instrument platform through its established customer base and distribution channels . Our Condensed Consolidated Statements of Operations for the three and nine months ended June 30, 2019 include $473 and $1,445, respectively, of acquisition-related costs related to the acquisition of the GenePOC business, which are reflected as Operating Expenses. Most of these costs relate to professional fees for attorneys, tax advisors and regulatory advisors during due diligence and the preparation and negotiation of acquisition agreements. The Companys consolidated results for both the three and nine months ended June 30, 2019 include $ 15 of net revenues and $ 599 of net loss from the GenePOC business since the date of acquisition. These results, which are reported as part of the Diagnostics segment, include $291 of amortization of specific identifiable assets recorded in the opening balance sheet, including a license agreement, technology and a government grant. Preliminary Purchase Price Allocation The recognized preliminary amounts of identifiable assets acquired and liabilities assumed in the acquisition of the GenePOC business are as follows: PRELIMINARY Fair value of assets acquired - Accounts receivable $ 58 Inventories 1,617 Other current assets 77 Property, plant and equipment 1,520 Goodwill 34,482 Other intangible assets (estimated useful life): License agreement (10 years) 5,990 Technology (15 years) 34,040 Government grant (1.33 years) 800 78,584 Fair value of liabilities assumed - Accounts payable and accrued expenses 1,082 Total consideration (including contingent consideration currently estimated at $27,200) $ 77,502 The allocation of the purchase price and estimated useful lives of property, plant and equipment, and intangible assets shown above are preliminary and subject to adjustments to goodwill within the permitted measurement period. Pro Forma Information The following table provides the unaudited consolidated pro forma results for the periods presented as if the business of GenePOC had been acquired as of the beginning of fiscal 2018. Pro forma results do not include the effect of any synergies anticipated to be achieved from the acquisition, and accordingly, are not necessarily indicative of the results that would have occurred if the acquisition had occurred on the date indicated or that may result in the future. Three Months Nine Months Ended June 30, Ended June 30, 2019 2018 2019 2018 Net Revenues $ 48,505 $ 51,771 $ 150,376 $ 160,584 Net Earnings $ 3,129 $ 2,605 $ 11,869 $ 7,439 The following table identifies the adjustments made to historical Meridian results to arrive at the pro forma results set forth above. These adjustments include: (i) GenePOC pre-acquisition results; and (ii) pro forma adjustments: Three Months Nine Months Ended June 30, Ended June 30, 2019 2018 2019 2018 Adjustments to Net Revenues GenePOC pre-acquisition revenues $ 65 $ 34 $ 208 $ 113 Adjustments to Net Earnings GenePOC pre-acquisition net loss $ (3,263 ) $ (3,838 ) $ (9,578 ) $ (9,834 ) Pro forma adjustments: Meridian acquisition-related costs 473  1,445  GenePOC transaction-related costs 1,245  1,245  Expenses related to non-continuing personnel, locations or activities 385 659 1,576 1,982 Incremental depreciation and amortization (585 ) (878 ) (2,341 ) (2,638 ) Incremental interest costs (123 ) (211 ) (546 ) (634 ) Tax effects of pro forma adjustments (82 ) 48 (211 ) 148 Total Adjustments to Net Earnings $ (1,950 ) $ (4,220 ) $ (8,410 ) $ (10,976 )