Business Combinations | 3. Business Combinations (i) Saffron Digital Limited (“Saffron Digital”) On June 3, 2016, the Company completed the acquisition of Saffron Digital in an all-cash asset transaction for total consideration of $9,000, of which $7,500 was paid on closing and $1,500 was paid in September 2016. Saffron Digital helped its customers build multi-platform digital video services for entertainment delivered over-the-top to internet connected devices. Saffron Digital has been working with Hollywood studios and other entertainment content owners for the last ten years, gaining extensive industry expertise and experience in developing and delivering high profile, global premium over-the-top video on demand (OTT VOD) digital services. The Saffron Digital platform supports advanced implementations of subscription video on demand, electronic sell through and advertising supported video on demand. 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 Saffron Digital have been included in the accompanying consolidated financial statements since the date of the 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 and are based on assumptions that the Company’s management believes are reasonable given the information currently available. 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. The Company incurred $0 and $102 of acquisition-related expenses during the three and nine months ended September 30, 2016, respectively, that are included in selling, general and administrative expenses in the consolidated statements of operations and comprehensive loss. The total purchase price for Saffron Digital has been allocated as follows: Prepaid expenses and deposits $ 53 Property, plant and equipment 14 Intangible assets 7,200 Goodwill 1,733 Net assets acquired $ 9,000 The following are the identifiable intangible assets acquired and their respective useful lives, as determined based on valuations: Useful Life Amount (years) Developed technology $ 3,900 5 Customer relationships 3,300 5 $ 7,200 The estimated amortization expense for 2016 and for each of the four succeeding years and thereafter is as follows: 2016 $ 360 2017 1,440 2018 1,440 2019 1,440 2020 1,440 Thereafter 600 $ 6,720 (ii) DivX Corporation (“DivX”) On January 30, 2015, the Company completed the acquisition of 100% of the outstanding securities of DivX for total consideration of $59,018. The Company also assumed an earn-out liability based on the achievement of certain revenue milestones over the three-year period following March 31, 2014. On January 30, 2015, management valued the earn-out liability at zero due to the historical performance and forecast of DivX. On closing, the Company issued 35,890,216 shares of common stock of the Company valued at $31,905 on the issuance date and a $27,000 two-year convertible promissory note (the “Note”). At the Company’s Annual Meeting of Stockholders on June 4, 2015, the Company’s stockholders approved the conversion of the Note. Upon such approval, the Note principal of $27,000 automatically converted into 25,840,956 shares of common stock. 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 consolidated financial statements since the date of the 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 and are based on assumptions that the Company’s management believes are reasonable given the information currently available. 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. The Company incurred $0 and $400 of acquisition-related expenses during the three and nine months ended September 30, 2015, respectively, that are included in selling, general and administrative expenses in the consolidated statements of operations and comprehensive loss. The total purchase price for DivX has been allocated as follows: Cash $ 9,718 Accounts receivable 7,094 Contracts receivable 16,668 Income tax receivable 4,317 Other receivables 247 Prepaid expenses 1,342 Deferred tax asset 384 Other assets 334 Property and equipment, net 3,592 Intangible assets 28,500 Goodwill 169 Accounts payable (721 ) Accrued liabilities (5,560 ) Deferred revenue (3,000 ) Deferred tax liability (2,154 ) Deferred rent liability (1,912 ) Net assets acquired $ 59,018 The following are the identifiable intangible assets acquired and their respective useful lives, as determined based on valuations: Useful Life Amount (years) Developed technology $ 14,400 5 Customer relationships 9,400 5 Trademarks 4,700 7 $ 28,500 The 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. Contracts Receivable The purchase price allocation includes estimated contracts receivable of $16,668, 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. 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 report 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 were received by the Company subsequently. 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. In each case, the payment terms extend over the term of the multi-year license, and the remaining contractual payments that existed at the acquisition date were received by the Company subsequently. As the Company assumed no additional obligations under such contracts, these payments were considered a fixed payment stream, rather than revenue. This fixed payment stream was accounted for as an element of accounts receivable and included as part of the acquisition accounting. The fair value of the remaining payments due under the applicable contracts was 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 contracts receivable. Interest income recognized during the three and nine months ended September 30, 2016 was $0 and $19, respectively (three and nine months ended September 30, 2015 were $87 and $257, respectively). Pro Forma Financial Information 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. Three months ended September 30, Nine months ended September 30, 2016 2015 2016 2015 Total revenue $ 23,857 $ 21,901 $ 74,261 $ 68,498 Net loss $ (2,715 ) $ (3,120 ) $ (1,409 ) $ (9,075 ) Loss per share – basic and diluted $ (0.01 ) $ (0.01 ) $ 0.00 $ (0.04 ) The results for the three and nine months ended September 30, 2016 are actual results. |