Business Combination | 3 Months Ended |
Mar. 31, 2015 |
Business Combination [Abstract] | |
Business Combination | 3. Business Combination |
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On January 30, 2015, the Company completed the acquisition of 100% of the outstanding securities of DivX for total consideration of approximately $59.0 million. On closing, the Company issued 35,890,216 shares of common stock of the Company valued at $31.9 million on the issuance date and a $27 million two-year convertible promissory note (the “Note”). Upon receiving shareholder approval, expected prior to June 30, 2015, the Note will be convertible into shares of the Company's common stock (“Conversion Shares”) at a conversion price of approximately $1.045 per share, subject to adjustment for stock splits and similar events, on the terms set forth in the Merger Agreement (“Merger Agreement”). The Note bears interest at the rate of 6% per annum and matures on January 2, 2017 (the “Maturity Date”), subject to earlier conversion of the Note into shares of common stock automatically upon the receipt of applicable stockholder and regulatory approvals. In the event the Note has not been converted prior to the Maturity Date, then in addition to principal and accrued interest on the Note (the “Repayment Amount”), the Company is obligated to pay the holder an amount in cash equal to the amount, if any, by which the fair market value (as defined in the Merger Agreement) of the Conversion Shares the holder would have received on the date immediately preceding the Maturity Date exceeds the Repayment Amount. |
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The acquisition was accounted for using the purchase method of accounting in accordance with Accounting Standards Codification 805 — Business Combinations. Accordingly, the results of operations of DivX have been included in the accompanying condensed consolidated financial statements since the date of acquisition. The purchase price has been allocated to the tangible and intangible assets acquired and liabilities assumed based upon the respective estimates of fair value as of the date of the acquisition, which remain preliminary as of March 31, 2015, and using assumptions that the Company's management believes are reasonable given the information currently available. The Company is in the process of completing its valuation of certain intangible assets and the valuation of the acquired deferred tax assets and liabilities. The final allocations of the purchase price to intangible assets, deferred tax assets and liabilities may differ materially from the information presented in these unaudited condensed consolidated financial statements. |
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The process for estimating the fair values of identifiable intangible assets and certain tangible assets requires the use of significant estimates and assumptions, including estimating future cash flows and developing appropriate discount rates. Definitive allocations are being performed and finalized based on certain valuations and other studies performed by the Company with the services of outside valuation specialists. |
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The Company incurred approximately $0.8 million of acquisition-related expenses during the year ended December 31, 2014. The Company incurred $0.4 million of acquisition-related expenses during the three months ended March 31, 2015 that are included in selling, general and administrative expenses, including stock-based compensation in the condensed consolidated statements of operations and comprehensive income. |
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The total purchase price for DivX has been preliminarily allocated as follows: |
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Cash | | $ | 9,717,779 | | | | | |
Accounts receivable | | | 7,000,727 | | | | | |
Contracts receivable | | | 16,668,000 | | | | | |
Income tax receivable | | | 3,766,613 | | | | | |
Other receivables | | | 247,656 | | | | | |
Prepaid expenses | | | 1,341,581 | | | | | |
Deferred tax asset | | | 383,752 | | | | | |
Other assets | | | 334,502 | | | | | |
Property and equipment, net | | | 3,592,241 | | | | | |
Intangible assets | | | 28,500,000 | | | | | |
Goodwill | | | 781,595 | | | | | |
Accounts payable | | | (720,896 | ) | | | | |
Accrued liabilities | | | (5,528,650 | ) | | | | |
Deferred revenue | | | (3,000,000 | ) | | | | |
Deferred tax liability | | | (2,154,202 | ) | | | | |
Deferred rent liability | | | (1,912,253 | ) | | | | |
Net assets acquired | | $ | 59,018,445 | | | | | |
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The following are the identifiable intangible assets acquired and their respective useful lives, as determined based on preliminary valuations: |
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| | Amount | | Useful Life |
(years) |
Developed technology | | $ | 14,400,000 | | | | 5 | |
Customer relationships | | | 9,400,000 | | | | 5 | |
Trademarks | | | 4,700,000 | | | | 7 | |
| | $ | 28,500,000 | | | | | |
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The preliminary fair value of the intangible assets has been estimated using the income approach in which the after-tax cash flows are discounted to present value. The cash flows are based on estimates used to price the transaction, and the discount rates applied were benchmarked with reference to the implied rate of return from the transaction model as well as the weighted-average cost of capital. |
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The estimated remaining amortization expense for 2015 and for each of the four succeeding years and thereafter is as follows: |
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2015 | | $ | 4,978,417 | | | | | |
2016 | | | 5,431,000 | | | | | |
2017 | | | 5,431,000 | | | | | |
2018 | | | 5,431,000 | | | | | |
2019 | | | 5,431,000 | | | | | |
Thereafter | | | 1,797,583 | | | | | |
| | $ | 28,500,000 | | | | | |
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Contracts Receivable |
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The purchase price allocation includes estimated contract receivables of $16.7 million, which are attributable to an adjustment to record the fair value of assumed contractual payments due to DivX for which no additional obligation exists in order to receive such payments. These contractual payments are for fixed multi-year site licenses and guaranteed minimum-royalty licenses. |
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DivX's revenue is primarily derived from royalties paid by licensees to acquire intellectual property rights. Revenue in such transactions is recognized during the period in which such customers reported the number of royalty-eligible units that they have shipped. As the first royalty reports received from customers post-acquisition were for shipments made prior to the acquisition, these amounts did not meet the requirements for the Company to recognize the revenue, however the cash payments associated with these reports will be received by the Company. |
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In certain multi-year site licenses and guaranteed minimum-royalty licenses, DivX, under previous ownership, entered into extended payment programs. Revenue related to such extended payment programs was recognized at the earlier of when cash was received or when periodic payments became due. The payment terms extend over the term of the multi-year license, and the remaining contractual payments that existed at the acquisition date will be received by the Company. As the Company assumed no additional obligations under such contracts, these payments are considered a fixed payment stream, rather than revenue. This fixed payment stream is accounted for as an element of accounts receivable and included as part of the acquisition accounting. |
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The fair value of the remaining contractual payment due under the applicable contracts is estimated by calculating the discounted cash flows associated with such future billings. Although, the Company has not recognized revenue as it collects the corresponding site license payments under these pre-acquisition contracts, the Company has recognized interest income at the discount rate of the contract receivable. Interest income recognized during the three months ended March 31, 2015 was $85,346. |
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Pro Forma Financial Information |
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The unaudited financial information in the table below summarizes the combined results of operations of the Company and DivX, on a pro forma basis, as though the Company had acquired DivX on January 1, 2015. The pro forma information for all periods presented also includes the effects of business combination accounting resulting from the acquisition, including amortization charges from acquired intangibles assets. |
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| | Three months ended | | | | |
31-Mar-15 | | | | |
Total revenue | | $ | 23,913,773 | | | | | |
Net loss | | $ | (2,955,000 | ) | | | | |
Earnings per share - basic and diluted | | $ | 0 | | | | | |
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The unaudited pro forma consolidated GAAP revenues and earnings for the three months ended March 31, 2014 have not been presented as it is impracticable to provide this information as of the date of this Form 10-Q. The reasons for it being impracticable are set forth below. |
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• Rovi Corporation (“Rovi”), the owners of the DivX business prior to April 1, 2014, did not manage DivX as a stand-alone business or account for DivX as a separate entity, subsidiary or division. |
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• Rovi never allocated certain corporate expenses to DivX, including interest expense, overhead and income taxes. |
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• Rovi did not prepare stand-alone financial statements for DivX for the period from January 1, 2014 to March 31, 2014, the period for which pro forma financial information is required to be provided. |
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• While the Company has requested the information from Rovi to prepare the required pro forma financial information – it has not yet received such financial information. The Company expects to receive this information prior to June 30, 2015. |
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