Business Combinations | NOTE 3. BUSINESS COMBINATIONS Acquisition of Performance Bridge On August 21, 2018, the Company acquired all of the outstanding capital stock of Performance Bridge by means of a merger of an indirect, wholly owned subsidiary of the Company with and into Performance Bridge, with Performance Bridge surviving the merger as an indirect, wholly owned subsidiary of the Company. The Company paid initial consideration of $5,158 and paid a total of $3,909 in additional contingent earnout amounts based on the achievement of certain revenue milestones by Performance Bridge in its 2018 fiscal year. The initial consideration was comprised of $1,220 paid in cash and the issuance of 349,072 shares of the Company’s common stock, valued at $3,938 based on the Company’s closing stock price on August 21, 2018. The initial consideration was subject to adjustment based on a final calculation of Performance Bridge’s net assets at closing, which was completed in the first quarter of 2019 and resulted in the issuance to the former stockholder of Performance Bridge of an additional 6,482 shares of common stock valued at $34 based on the closing price of the Company’s common stock on January 25, 2019, which was the date both parties agreed upon the final calculation of the adjustment. A portion of the initial consideration, consisting of $120 in cash and 34,335 shares of common stock, was deposited into a third-party escrow account at closing and will be held in such account until August 21, 2020, to secure certain indemnification and other obligations of the former stockholder of Performance Bridge. The additional earnout consideration was comprised of $883 in cash and 574,231 shares of the Company’s common stock, valued at $3,026 based on the closing price of the Company’s common stock on March 28, 2019, which were paid and issued to the former stockholder of Performance Bridge in the second quarter of 2019. The acquisition of Performance Bridge has expanded the Company’s media agency offerings of comprehensive podcast solutions. The following table summarizes the fair value of the purchase price consideration for the acquisition of Performance Bridge: Acquisition consideration Amount Cash consideration at closing $ 1,220 Equity consideration at closing 3,938 Working capital adjustment 34 Contingent earnout consideration 3,770 Estimated purchase price $ 8,962 The following allocation of the purchase price as of the August 21, 2018 closing date under the acquisition method of accounting is preliminary as to the determination of deferred taxes as the information is not available at the time of this filing. The purchase price allocation is based upon an estimate of the fair value of the assets acquired and the liabilities assumed by the Company in the acquisition: Preliminary purchase price allocation: Amount Cash $ 2,283 Accounts receivable 3,551 Prepaid and other current assets 23 Property and equipment 43 Intangible assets 5,800 Accounts payable (1,402 ) Accrued expenses and other current liabilities (4,337 ) Accrued compensation (42 ) Identifiable net assets acquired $ 5,919 Goodwill 3,043 Total purchase price $ 8,962 The following table presents details of the acquired intangible assets of Performance Bridge: Estimated Useful Life (in years) Fair Value Customer relationships 5.0 $ 5,100 Noncompete agreement 4.0 700 Total intangible assets $ 5,800 In the first quarter of 2019, the Company recorded expense of $139 in general and administrative expenses, representing the difference between the fair value of the contingent earnout consideration recorded by the Company and the final amount of contingent earnout consideration paid by the Company. Acquisition of Wazee Digital, Inc. On August 31, 2018, the Company acquired all of the outstanding capital stock of Wazee Digital by means of a merger of a wholly owned subsidiary of the Company with and into Wazee Digital, with Wazee Digital surviving the merger as a wholly owned subsidiary of the Company. The Company paid an aggregate purchase price of $12,552, comprised of $7,423 paid in cash and the issuance of a total of 491,157 shares of the Company’s common stock, valued at $5,129 based on the Company’s closing stock price on August 31, 2018. A portion of the consideration, consisting of $925 in cash and 60,576 shares of common stock, was deposited into a third-party escrow account at closing and will be held in such account to secure certain indemnification and other obligations of the former stockholders of Wazee Digital. A portion of such escrowed consideration was released in March 2019, and the balance will be held in such account until August 31, 2020. The acquisition of Wazee Digital has expanded the Company’s offerings to include digital content management and licensing solutions. The following table summarizes the fair value of the purchase price consideration for the acquisition of Wazee Digital: Acquisition consideration Amount Cash consideration at closing $ 7,423 Equity consideration at closing 5,129 Total $ 12,552 The following is an allocation of the purchase price as of the August 31, 2018 closing date under the acquisition method of accounting and is preliminary as to the determination of deferred taxes as the information is not available at the time of this filing. The purchase price allocation is based upon an estimate of the fair value of the assets acquired and the liabilities assumed by the Company in the acquisition: Preliminary purchase price allocation: Amount Cash $ 975 Accounts receivable 2,396 Prepaid and other current assets 376 Property and equipment 292 Intangible assets 13,300 Accounts payable (825 ) Accrued expenses and other current liabilities (3,516 ) Accrued compensation (850 ) Other long-term liabilities (700 ) Identifiable net assets acquired $ 11,448 Goodwill 1,104 Total purchase price $ 12,552 The following table presents details of the acquired intangible assets of Wazee Digital: Estimated Useful Life (in years) Fair Value Developed technology 5.0 $ 9,100 Customer relationships 5.0 4,200 Total intangible assets $ 13,300 Acquisition of Machine Box, Inc. On September 6, 2018, the Company acquired all of the outstanding capital stock of Machine Box, Inc. (“Machine Box”) by means of a merger of a wholly owned subsidiary of the Company with and into Machine Box, with Machine Box surviving the merger as a wholly owned subsidiary of the Company. The Company paid initial consideration of $1,484, and agreed to pay up to an additional $3,000 in contingent amounts if Machine Box achieves certain technical development and integration milestones within 12 months after the closing of the acquisition, a portion of which was paid in the first six months of 2019, as discussed below. The initial consideration was comprised of $423 paid in cash and issuance of a total of 128,300 shares of the Company’s common stock, valued at $1,061 based on the Company’s closing stock price on September 6, 2018, of which $80 in cash and 26,981 shares of common stock were held back from payment and issuance by the Company until September 6, 2020, to secure certain indemnification and other obligations of the former stockholders of Machine Box. The additional contingent payments (if earned) will be comprised of 20% cash and 80% shares of the Company’s common stock. The fair value of the contingent amount totaled $2,880 and is treated as compensation expense for post-combination services as payment of such amount is conditioned upon the continued employment of certain key employees of Machine Box in addition to the achievement of certain performance milestones by Machine Box. The preliminary fair value of the contingent amount was determined using a probability-weighted expected payment model. This expense is being recognized as research and development expense over three separate intervals tied to the specific performance milestones during the twelve months following the acquisition. The Company recorded compensation expense of $453 and $1,333 in research and development expense in connection with the additional contingent amounts in the three and six months ended June 30, 2019, respectively. In March 2019, the Company determined that Machine Box had achieved the technical development and integration milestones required to be completed as of March 6, 2019 and, as a result, the former Machine Box stockholders became entitled to receive an aggregate of $200 in cash and an aggregate of 135,583 shares of the Company’s common stock, valued at $880 based on the closing price of the Company’s common stock on March 6, 2019. In March 2019, the Company paid to the former Machine Box stockholders an aggregate of $160 in cash and issued to them an aggregate of 108,469 shares of the Company’s common stock. The remaining $40 in cash and 27,114 shares of common stock were held back from payment and issuance by the Company until September 6, 2020, to secure certain indemnification and other obligations of the former stockholders of Machine Box. The value of the common stock that was held back was recorded to additional paid-in capital. In June 2019, the Company determined that Machine Box had achieved the technical development and integration milestones required to be completed as of June 6, 2019 and, as a result, the former Machine Box stockholders became entitled to receive an aggregate of $200 in cash and an aggregate of 97,082 shares of the Company’s common stock, valued at $808 based on the closing price of the Company’s common stock on June 6, 2019. The Company issued to the former Machine Box stockholders an aggregate of 77,666 shares of the Company’s common stock in June 2019, and paid to them an aggregate of $160 in cash in July 2019. The remaining $40 in cash and 19,416 shares of common stock were held back from payment and issuance by the Company until September 6, 2020, to secure certain indemnification and other obligations of the former stockholders of Machine Box. The value of the common stock that was held back was recorded to additional paid-in capital. Machine Box is a developer of state-of-the-art machine learning technologies, which have enhanced the Company’s aiWARE platform capabilities. The following table summarizes the fair value of the initial purchase price consideration for the acquisition of Machine Box: Acquisition consideration Amount Cash consideration at closing $ 423 Equity consideration at closing 1,061 Total $ 1,484 The following is an allocation of the purchase price as of the September 6, 2018 closing date under the acquisition method of accounting and is preliminary as to the determination of deferred taxes as the information is not available at the time of this filing. The purchase price allocation is based upon an estimate of the fair value of the assets acquired and the liabilities assumed by the Company in the acquisition: Preliminary purchase price allocation: Amount Cash $ 25 Intangible assets 700 Accrued expenses (375 ) Identifiable net assets acquired $ 350 Goodwill 1,134 Total purchase price $ 1,484 The following table presents details of the acquired intangible assets of Machine Box: Estimated Useful Life (in years) Fair Value Developed technology 5.0 $ 500 Trademarks and tradenames 2.3 100 Noncompete agreement 3.0 100 Total intangible assets $ 700 Assumptions in the Allocations of Purchase Price Management prepared the purchase price allocations for the acquired businesses, and in doing so considered or relied in part upon a report of a third party valuation expert to calculate the fair value of certain acquired assets and liabilities of each acquired business, which would primarily include identifiable intangible assets and the contingent earn-out amounts. Determining the fair value of assets and liabilities requires management to make significant estimates and assumptions which are preliminary and subject to change upon finalization of the valuation analysis. The goodwill recognized is the excess of the purchase price over the fair value of net assets acquired. Certain liabilities and deferred taxes included in the purchase price allocations are based on management's best estimates of the amounts to be paid or settled and based on information available at the time the purchase price allocations were prepared. Updates to and/or completion of the Company’s evaluation of certain income tax positions may result in changes to the recorded amounts of assets and liabilities, with corresponding adjustments to goodwill amounts in subsequent periods. The Company does not expect to deduct any of the acquired goodwill for tax purposes. |