| Acquisitions | Note 3. Acquisitions 2015 Business Development WAM Technologies, LLC On October 6, 2015, pursuant to an Asset Purchase Agreement entered into by a wholly owned subsidiary of the Company, WAM Technologies, LLC (“WAM”) and the individual owners of WAM (the “Sellers”), the Company completed the acquisition of substantially all of the assets of WAM for a consideration of $8,500, subject to net working capital adjustments, of which $1,100 was deposited in escrow in connection with certain indemnification obligations (the “WAM Acquisition”). Preliminary Estimated Purchase Price Allocation The transaction has been accounted for using the Acquisition Method. The excess of the purchase price over the net assets was recorded as goodwill. The preliminary allocation of the purchase price was based upon a preliminary valuation and estimates and assumptions are subject to change during the one year measurement period as they are finalized. The total consideration for the WAM Acquisition was $8,500 in a debt-free cash-free transaction. The preliminary estimated purchase price allocation for the acquisition is as follows:
Amount
Accounts receivable
$
570
Property, plant and equipment
122
Intangible assets
4,810
Total identifiable assets acquired
5,502
Accounts payable and accrued expenses
202
Deferred revenues
7,326
Total liabilities assumed
7,528
Net identifiable assets acquired
(2,026
)
Goodwill
10,526
Total preliminary purchase price
$
8,500
Intangible Assets The estimated fair value of the technology and trademark intangible assets was determined using the “relief from royalty method” under the income approach, which is a valuation technique that provides an estimate of the fair value of an asset based on the costs savings that are available through ownership of the asset by the avoidance of paying royalties to license the use of the assets from another owner (the “Technology and Trademark Valuation Technique”). The estimated fair value of the customer lists was determined using the “excess earnings method” under the income approach, which represents the total income to be generated by the asset. Some of the more significant assumptions inherent in the development of those asset valuations include the projected revenue associated with the asset, the appropriate discount rate to select in order to measure the inherent in each future cash flow stream, the assessment of each asset’s life cycle, as well as other factors (the “Customer List Valuation Technique”). The discount rate used to arrive at the present value at the acquisition date of the customer lists, technology and trademarks was 26%. The remaining useful lives of the technology and trademarks were based on historical product development cycles, the projected rate of technology migration and a market participant’s use of these intangible assets and the pattern of projected economic benefit of these intangible assets. The remaining useful lives of customer lists were based on the customer attrition and the projected economic benefit of these customers.
Estimated Useful life (years)
Amount
Customer lists - one customer
10
$
3,720
Customer lists - all other customers
11
600
Technology
10
450
Trademarks
2
40
$
4,810
Goodwill The WAM Acquisition e xpands and strengthens the Company’s cold chain monitoring solutions, which include trailers, rail cars, gensets and sea containers. With the addition of WAM’s installed base, the Company is expected to become a leader in monitoring cargo shipments. Indemnification Asset In connection with the Asset Purchase Agreement, the Company entered into an escrow agreement with the Seller and an escrow agent. Under the terms of the agreement, $1,100 was placed in an escrow account through December 2017 to fund any indemnification obligations to the Company under the Asset Purchase Agreement. InSync Software, Inc. On January 16, 2015, pursuant to a Share Purchase Agreement entered into by the Company, IDENTEC Group AG (“IDENTEC” or the “Seller”) and InSync Software, Inc. (“InSync”), the Company completed the acquisition of 100% of the outstanding shares of InSync from IDENTEC for an aggregate consideration of (i) $11,100 in cash, comprised of various components and subject to net working capital adjustments, of which $1,320 was deposited in escrow in connection with certain indemnification obligations; and (ii) additional contingent consideration of up to $5,000, payable in cash (the “InSync Acquisition”). Purchase Price Allocation The transaction has been accounted for using the Acquisition Method. The excess of the purchase price over the net assets was recorded as goodwill. During the year ended December 31, 2015, the Company recorded a measurement period adjustment related to the intangible asset valuation and other working capital accounts, which resulted in an increase in goodwill of $134. The total consideration for the InSync Acquisition was $11,642, of which $542 represents acquisition date contingent consideration at fair value, in a debt-free cash-free transaction. The preliminary estimated purchase price allocation for the acquisition is as follows:
Amount
Cash
$
288
Accounts receivable
1,141
Other current assets
204
Deferred tax assets
2,342
Property, plant and equipment
51
Intangible assets
5,788
Other noncurrent assets
55
Total identifiable assets acquired
9,869
Accounts payable and accrued expenses
1,080
Deferred revenues
296
Deferred tax liabilities
2,342
Total liabilities assumed
3,718
Net identifiable assets acquired
6,151
Goodwill
5,491
Total preliminary purchase price
$
11,642
Contingent Consideration Additional consideration is conditionally due to the Seller upon achievement of certain financial milestones through January 2016. The fair value measurement of the contingent consideration obligation is determined using Level 3 unobservable inputs supported by little or no market activity based on the Company’s own assumptions. The estimated fair value of the contingent consideration was determined based on the Company’s preliminary estimates using the probability-weighted discounted cash flow approach. The Company recorded a reduction of the contingent liability of $542 in SG&A expense in the consolidated statement of operations for the year ended December 31, 2015. Intangible Assets The estimated fair value of the technology and trademark intangible assets was determined using the Technology and Trademark Valuation Technique. The estimated fair value of the customer lists was determined using the Customer List Valuation Technique. The discount rate used to arrive at the present value at the acquisition date of the customer lists, technology and trademarks was 15%. The remaining useful lives of the technology and trademarks were based on historical product development cycles, the projected rate of technology migration and a market participant’s use of these intangible assets and the pattern of projected economic benefit of these intangible assets. The remaining useful lives of customer lists were based on the customer attrition and the projected economic benefit of these customers.
Estimated Useful life (years)
Amount
Customer lists
14
$
5,056
Technology
10
632
Trademarks
4
100
$
5,788
Goodwill The InSync Acquisition supports the Company’s strategy to provide the most complete set of applications and capabilities in the M2M and IoT industry, while broadening the Company’s market access to a wide range of industries. With the addition of InSync’s versatile, turn-key software applications, the Company enables its customers to rapidly build and deploy M2M and IoT enterprise solutions in core markets including transportation & distribution, cold chain, warehousing, supply chain, yard management, and manufacturing. These factors contributed to a purchase price resulting in recognition of goodwill. The goodwill recorded as part of the acquisition is partially related to the establishment of a deferred tax liability for the intangible assets which has no tax basis and, therefore, will not result in a future tax deduction. The goodwill attributable to the acquisition is not deductible for tax purposes. Indemnification Asset In connection with the Share Purchase Agreement, the Company entered into an escrow agreement with the Seller and an escrow agent. Under the terms of the agreement, $1,320 was placed in an escrow account through April 16, 2016 to fund any indemnification obligations to the Company under the Share Purchase Agreement. SkyWave Mobile Communications Inc. On January 1, 2015, pursuant to an Arrangement Agreement dated November 1, 2014, among the Company, the Company’s acquisition subsidiary, SkyWave Mobile Communications Inc. (“SkyWave”) and the representatives of certain SkyWave shareholders, the Company completed the acquisition of 100% of the outstanding shares of SkyWave for total consideration of $130,203 consisting of (i) $122,373 cash consideration, inclusive of a working capital settlement of $300, of which $10,600 was deposited in escrow in connection with certain indemnification obligations; and (ii) $7,500 in the form of a promissory note settled by the transfer of assets to Inmarsat Global Limited (“Inmarsat”) pursuant to an agreement with Inmarsat (the “SkyWave Acquisition”). The $7,500 note was not considered part of the purchase price for accounting purposes. Purchase Price Allocation The transaction has been accounted for using the Acquisition Method. The excess of the purchase price over the net assets was recorded as goodwill. For the year ended December 31, 2015, the Company recorded a measurement period adjustment relating to working capital accounts and deferred tax liabilities, which resulted in a net decrease in goodwill of $969. The total consideration for the SkyWave Acquisition was $122,373 in a debt-free cash-free transaction. The purchase price allocation for the acquisition, net of the assets transferred to Inmarsat, is as follows:
Amount
Cash
$
110
Accounts receivable
13,898
Inventory
1,335
Other current assets
2,180
Property, plant and equipment
4,769
Intangible assets
67,214
Other noncurrent assets
6,108
Total identifiable assets acquired
95,614
Accounts payable and accrued expenses
9,987
Deferred revenues
1,070
Other liabilities
1,168
Deferred tax liabilities
17,527
Total liabilities assumed
29,752
Net identifiable assets acquired
65,862
Goodwill
56,511
Total purchase price
$
122,373
Intangible Assets The estimated fair value of the technology and trademark intangible assets was determined using Technology and Trademark Valuation Technique. The estimated fair value of the customer lists was determined using the Customer List Valuation Technique. The discount rate used to arrive at the present value at the acquisition date of the customer lists, technology and trademarks was 23%. The remaining useful lives of the technology and trademarks were based on historical product development cycles, the projected rate of technology migration and a market participant’s use of these intangible assets and the pattern of projected economic benefit of these intangible assets. The remaining useful lives of customer lists were based on the customer attrition and the projected economic benefit of these customers.
Estimated Useful life (years)
Amount
Customer lists
10
$
59,371
IDP Technology
10
5,463
M2M and DGS Technology
5
1,318
Trademarks
5
1,062
$
67,214
Goodwill The SkyWave Acquisition furthers the Company’s strategy to provide the most complete set of options and capabilities in the industry. SkyWave’s distribution channels in South America, Asia and the Middle East, along with Inmarsat’s support, provide the Company with a broader global distribution and provides the Company access to new geographies in Eastern Europe and Asia while adding diverse vertical markets such as security and marine. The addition of SkyWave’s higher bandwidth, low-latency satellite products and services that leverage the IDP technology, which is now jointly owned by the Company and Inmarsat, also further expands the breadth of the Company’s solutions portfolio. These factors contributed to a purchase price resulting in the recognition of goodwill. The goodwill recorded as part of the acquisition is partially related to the establishment of a deferred tax liability for the intangible assets which has no tax basis and, therefore, will not result in a future tax deduction. The goodwill attributable to the acquisition is not deductible for tax purposes. In September 2015, the Company reached a conclusion to make the election under Section 338(g) of the Internal Revenue Code (“IRC”) to treat the acquisition as a deemed asset sale. The election has been made prospectively and did not have an impact on the opening balance sheet. Indemnification Asset In connection with the Arrangement Agreement, the Company and its acquisition subsidiary entered into an escrow agreement with the representatives of certain SkyWave shareholders and an escrow agent. Under the terms of this escrow agreement, (i) $9,750 was placed in an indemnity escrow account to be held through March 31, 2016 to fund any indemnification obligations to the Company under the Arrangement Agreement; (ii) $850 was placed in a pre-closing tax escrow account through the date on which all applicable statutes of limitations (as the same may be extended or waived) for each pre-closing tax period ending on or after June 30, 2009 have expired to fund any indemnification obligations to the Company against any pre-close tax liabilities due; and (iii) $503 was placed in a working capital escrow account to fund any working capital obligations as described under the Arrangement Agreement. During the year ended December 31, 2015, the Company and the representative of the SkyWave shareholders agreed to a working capital settlement of $300, as well as tax liability settlements totaling $330, reducing the purchase price to $122,373. 2014 Business Development Euroscan Holding B.V. On March 11, 2014, pursuant to the Share Purchase Agreement entered into by the Company and MWL Management B.V., R.Q. Management B.V., WBB GmbH, ING Corporate Investments Participaties B.V. and Euroscan Holding B.V., as sellers (the “Share Purchase Agreement”), the Company completed the acquisition of 100% of the outstanding equity of Euroscan Holding B.V., including, indirectly, its wholly-owned subsidiaries Euroscan B.V., Euroscan GmbH Vertrieb Technischer Geräte, Euroscan Technology Ltd. and Ameriscan, Inc. (collectively, the “Euroscan Group” or “Euroscan”) for an aggregate consideration of (i) $29,163 (€20,999), on a debt free, cash free basis; (ii) issuance of 291,230 shares of the Company’s common stock, valued at $7.70 per share, which reflected the Company’s closing price on the acquisition date; and (iii) additional contingent considerations of up to $6,547, (€4,714), (the “Euroscan Acquisition”). As this acquisition was effective on March 11, 2014, the results of operations of Euroscan were included in the condensed consolidated financial statements beginning March 12, 2014. Purchase Price Allocation The transaction has been accounted for using the Acquisition Method. The excess of the purchase price over the net assets was recorded as goodwill. During the year ended December 31, 2014, the Company recorded a measurement period adjustment relating to accounts receivable and other working capital adjustments, which impacted goodwill by $674. The final purchase price allocation for the acquisition is as follows:
Amount
Cash
$
280
Accounts receivable
2,997
Inventory
1,385
Other current assets
540
Property, plant and equipment
324
Intangible assets
17,400
Other noncurrent assets
543
Total identifiable assets acquired
23,469
Accounts payable and accrued expenses
2,614
Deferred revenues
44
Deferred tax liabilities
4,558
Total liabilities assumed
7,216
Net identifiable assets acquired
16,253
Goodwill
19,952
Total purchase price
$
36,205
Contingent Consideration Additional consideration is conditionally due to MWL Management B.V. and R.Q. Management B.V. upon achievement of financial and operational milestones through March 2017. The fair value measurement of the contingent consideration obligation is determined using Level 3 unobservable inputs supported by little or no market activity based on the Company’s own assumptions. The estimated fair value of the contingent consideration was determined based on the Company’s estimates using the probability-weighted discounted cash flow approach. During the year ended December 31, 2015, the Company paid $992 in connection with the achievement of one operational milestone. As of December 31, 2015 and 2014, the Company recorded $1,719 and $2,663 in other non-current liabilities, respectively, on the consolidated balance sheet in connection with the contingent consideration. As of December 31, 2014, the Company recorded $989 in accrued expenses on the consolidated balance sheet in connection with the contingent consideration. Changes in the fair value of the contingent consideration obligations are recorded in the consolidated statement of operations. For the years ended December 31, 2015 and 2014, the Company recorded a reduction in the contingent liability of $1,303 and $1,595, respectively to SG&A expenses in the consolidated statements of operations. In addition, for the year ended December 31, 2015 and 2014, charges of $307 and $439 were recorded in SG&A expenses for accretion associated with the contingent consideration, respectively. Intangible Assets The estimated fair value of the technology and trademark intangible assets was determined using Technology and Trademark Valuation Technique. The estimated fair value of the customer lists was determined using the Customer List Valuation Technique. The discount rate used to arrive at the present value at the acquisition date of the customer lists, technology and trademarks was 17.5%. The remaining useful lives of the technology and trademarks were based on historical product development cycles, the projected rate of technology migration and a market participant’s use of these intangible assets and the pattern of projected economic benefit of these intangible assets. The remaining useful lives of customer lists were based on the customer attrition and the projected economic benefit of these customers.
Estimated Useful life (years)
Amount
Customer lists
12
$
14,400
Technology
10
2,400
Trademarks
10
600
$
17,400
Goodwill The Euroscan Acquisition allows the Company to complement its North American Operations in M2M by adding a significant distribution channel in Europe and other key geographies where Euroscan has market share. These factors contributed to a preliminary estimated purchase price resulting in the recognition of goodwill. The goodwill recorded as part of the acquisition is partially related to the establishment of a deferred tax liability for the intangible assets which have no tax basis and, therefore, will not result in a future tax deduction. The goodwill attributable to the acquisition is not deductible for tax purposes. In October 2014, the Company reached a conclusion to make the election under Section 338(g) of the IRC to treat the acquisition as a deemed asset sale. The election has been made prospectively and did not have an impact on the opening balance sheet. Indemnification Asset In connection with the Share Purchase Agreement, the Company entered into an escrow agreement with MWL Management B.V., R.Q. Management B.V and an escrow agent. Under the terms of this escrow agreement, €1,000 was placed in an escrow account through March 11, 2016 to fund any indemnification obligations to the Company under the Share Purchase Agreement. Under the terms of the escrow agreement, the escrow amount is subject to reduction and early release to the extent no unresolved claims exist in the amount of €250 at the end of each 6 month interval in the period from March 12, 2014 through March 11, 2016. 2013 Business Development Sensor Enabled Notification System On October 1, 2013, the Company acquired certain assets and liabilities of Comtech Mobile Datacom Corporation’s Sensor Enabled Notification System (“SENS”) business for a total cash consideration of $1,978 (the “SENS Acquisition”). The SENS Acquisition gave the Company access to a customer base that included military, international, government and commercial customers, as well as expanded reach in growing regions, such as Middle East, Asia and South America. Purchase Price Allocation The transaction has been accounted for using the Acquisition Method. The excess of the purchase price over the net assets was recorded as goodwill.
Inventory
$
485
Intangible assets
1,270
Total identifiable assets acquired
1,755
Accounts payable and accrued expenses
8
Net identifiable assets acquired
1,747
Goodwill
231
Total purchase price
$
1,978
Intangible Assets The fair values of the technology and trademarks were estimated using the Technology and Trademark Valuation Technique. The fair value of the customer lists was estimated based on the Customer List Valuation Technique. The discount rate used to arrive at the present value at the acquisition date of the customer lists, technology and trademarks was 43%. The remaining useful lives of the technology and trademarks were based on historical product development cycles, the projected rate of technology migration and a market participant’s use of these intangible assets and the pattern of projected economic benefit of these intangible assets. The remaining useful lives of customer lists were based on the customer attrition and the projected economic benefit of these customers.
Estimated Useful life (years)
Amount
Customer lists
7
$
980
Technology
10
260
Trademarks
3
30
$
1,270
Goodwill The SENS Acquisition gives the Company access to a customer base that includes military, international, government and commercial customers as well as expanded reach in growing regions, such as the Middle East, Asia and South America. These factors contributed to a purchase price resulting in the recognition of goodwill. The acquired goodwill is deductible for income tax purposes. GlobalTrak On April 3, 2013, pursuant to the Asset Purchase Agreement dated March 13, 2013 among the Company and System Planning Corporation (“SPC” and collectively the “GlobalTrak Asset Purchase Agreement”), the Company acquired certain assets and liabilities of GlobalTrak for total consideration of $2,904, net of a working capital adjustment of $86 (the “GlobalTrak Acquisition). The GlobalTrak Acquisition gives the Company access to a customer base that includes military, international, government and commercial customers, as well as expanded reach in growing regions, such as the Middle East, Asia and South America. Measurement Period Adjustments In April 2014, the Company reduced warranty liabilities assumed in connection with the GlobalTrak Acquisition. As a result, the Company recorded a measurement period adjustment in April 2014 relating to warranties, which decreased goodwill and warranty liability by $250. Purchase Price Allocation The transaction has been accounted for using the Acquisition Method. The excess of the purchase price over the net assets was recorded as goodwill.
Cash and cash equivalents
$
1,204
Accounts receivable
343
Inventory
1,023
Other current assets
405
Equipment
13
Intangible assets
500
Total identifiable assets acquired
3,488
Accounts payable and accrued expenses
879
Deferred revenues
1,707
Warranty
45
Total liabilities assumed
2,631
Net identifiable assets acquired
857
Goodwill
2,047
Total purchase price
$
2,904
Intangible Assets The fair values of the technology and trade names and trademarks were estimated using the Technology and Trademark Valuation Technique. The fair value of the customer lists was estimated based on the Customer List Valuation Technique. The discount rate used to arrive at the present value at the acquisition date of the customer lists, technology and trade name and trademarks was 37%. The remaining useful lives of the technology and trade name and trademarks were based on historical product development cycles, the projected rate of technology migration and a market participant’s use of these intangible assets and the pattern of projected economic benefit of these intangible assets. The remaining useful lives of customer lists were based on the customer attrition and the projected economic benefit of these customers.
Estimated useful life (in years)
Amount
Technology
10
$
380
Trade names and trademarks
5
70
Customer lists
5
50
$
500
Goodwill The GlobalTrak Acquisition gives the Company access to a customer base that includes military, international, government and commercial customers, as well as expanded reach in growing regions, such as the Middle East, Asia and South America. These factors contributed to the recognition of goodwill. The acquired goodwill is deductible for income tax purposes. Indemnification Asset In connection with the GlobalTrak Asset Purchase Agreement, the Company entered into an escrow agreement with SPC and an escrow agent. Under the terms of this escrow agreement, $500 was placed in an escrow account for up to fifteen months to fund any indemnification obligations to the Company primarily relating for breaches of representations and warranties made by SPC. Under the terms of the escrow agreement, SPC would be entitled to receive one-half of the $500, less the aggregate amount of claims made by the Company against SPC within six months from April 3, 2013. In the event that the Company believed that an indemnity obligation of SPC had arisen under the GlobalTrak Asset Purchase Agreement, the Company would have the right to provide written notice to the escrow agent and SPC setting forth a description of the claim and the amount of cash to be distributed to the Company from the escrow account. In April 2014, the Company entered into an agreement with SPC to settle claims relating to breaches of representations and warranties under the GlobalTrak Asset Purchase Agreement. Under the terms of the agreement, SPC agreed to direct the third party escrow agent to release $167 from the escrow and distribute it to the Company. Following the settlement of indemnification claims, the Company notified the escrow agent to release the remaining funds from escrow and distribute them to SPC. As a result of the settlement, in April 2014 the Company decreased goodwill by $167. MobileNet, Inc. On April 1, 2013, pursuant to an Asset Purchase Agreement dated March 13, 2013 among the Company and MobileNet, Inc. (“MobileNet”), the Company acquired substantially all of the assets of MobileNet for a total consideration $6,404 consisting of cash, shares of common stock and contingent considerations (the “MobileNet Acquisition”). The MobileNet Acquisition enabled the Company to offer MobileNet’s complete fleet management solution directly to original equipment manufacturers, dealers and fleet owners. Purchase Price Allocation The transaction has been accounted for using the Acquisition Method. The excess of the purchase price allocation over the net assets was recorded as goodwill. The final purchase price allocation for the acquisition is as follows:
Accounts receivable
$
363
Inventory
255
Other current assets
10
Intangible assets
3,460
Total identifiable assets acquired
4,088
Accrued expenses
238
Deferred revenues
346
Total liabilities assumed
584
Net identifiable assets acquired
3,504
Goodwill
2,900
Total purchase price
$
6,404
Contingent Consideration Additional consideration in connection with the MobileNet Acquisition is conditionally due to MobileNet for the achievement of certain service revenue milestones attributable to the MobileNet business. The Company estimated the fair value of the contingent earn-out amounts using a probability-weighted discount model and a discount rate of 18%. The Company recorded a reduction of the contingent liability of $18, $902 and $621 in SG&A expenses in the consolidated statement of operations in the years ended December 31, 2015, 2014 and 2013, respectively. As of December 31, 2014 the balance of the contingent liability, recorded in accrued expenses on the consolidated balance sheet, was $16. During the years ended December 31, 2015 and 2014, the Company recorded charges of less than $1 in SG&A for accretion associated with the contingent consideration. Intangible Assets The fair values of the technology and trade names and trademarks were estimated using the Technology and Trademark Valuation Technique. The fair value of the customer lists was estimated based on the Customer List Valuation Technique. The discount rate used to arrive at the present value at the acquisition date of the customer lists, technology and trade name and trademarks was 24%. The remaining useful lives of the technology and trade name and trademarks were based on historical product development cycles, the projected rate of technology migration and a market participant’s use of these intangible assets and the pattern of projected economic benefit of these intangible assets. The remaining useful lives of customer lists were based on the customer attrition and the projected economic benefit of these customers.
Estimated useful life (in years)
Amount
Customer lists
10
$
2,600
Technology
10
730
Trademarks
5
130
$
3,460
Goodwill The MobileNet Acquisition enables the Company to offer MobileNet’s complete fleet management solution directly to original equipment manufacturers, dealers and fleet owners. These factors contributed to a purchase price resulting in the recognition of goodwill. The acquired goodwill is deductible for income tax purposes. Indemnification Asset In connection with the MobileNet Asset Purchase Agreement, the Company entered into an escrow agreement with MobileNet and an escrow agent. Under the terms of this escrow agreement, 164,672 shares of common stock were issued to MobileNet and placed in an escrow account for up to fifteen months to fund any indemnification obligations to the Company primarily relating for breaches of representations and warranties made by MobileNet. Under the terms of the escrow agreement, MobileNet will retain all rights and privileges of ownership of the common stock placed in the escrow account. Further subject to certain resale restrictions, MobileNet has the right to sell any of the common stock that was placed in escrow provided that all proceeds of any such sale are deposited directly with the escrow agent. In the event that the Company believes that an indemnity obligation of MobileNet has arisen under the MobileNet Asset Purchase Agreement, the Company shall have the right to provide written notice to the escrow agent and MobileNet setting forth a description of the distribution event and the number of shares of the Company’s common stock and or amount of cash to be distributed to the Company from the escrow account. The Company will direct the escrow agent to release to the Company from the escrow account a number of shares of common stock equal to the distribution amount valued at the 20-day average closing price from April 1, 2013. During the year ended December 31, 2014, the Company released all 164,672 shares of common stock from escrow. Unaudited Pro Forma Results of Operation During the year ended December 31, 2015, the Company acquired material businesses. The following tables present the unaudited pro forma consolidated operating results for the Company, as though the SkyWave Acquisition and WAM Acquisition had occurred as of the beginning of the prior annual reporting period. The unaudited pro forma results reflect certain adjustments related to past operating performance, the impact of the debt issued, acquisition costs and acquisition accounting adjustments, such as increased depreciation and amortization expense based on the fair valuation of assets acquired and the related tax effects. The pro forma results do not include any anticipated synergies which may be achievable subsequent to the acquisition date. Accordingly, such pro forma amounts are not necessarily indicative of the results that actually would have occurred had the acquisition been completed on the dates indicated, nor are they indicative of the future operating results of the combined company:
Year ended December 31, 2015
As Reported
WAM Acquisition
Pro Forma
Net revenues
$
178,293
$
5,234
$
183,527
Net (loss) income attributable to common shareholders
$
(13,287
)
$
1,074
$
(12,213
)
Earnings per share:
Basic
$
(0.19
)
$
(0.17
)
Diluted
$
(0.19
)
$
(0.17
)
Year ended December 31, 2014
As Reported
SkyWave Acquisition
WAM Acquisition
Pro Forma
Net revenues
$
96,242
$
65,838
$
5,655
$
167,7 |
