Business Combinations | 7. Business Combinations All of the Company’s acquisitions of businesses have been accounted for under ASC 805, Business Combinations. Accordingly, the assets of the acquired companies reflect the fair values and have been included in the Company’s Condensed Financial Statements from their respective dates of acquisition. The results of operations of Pulse Veterinary Technologies, LLC, Revo Squared LLC, and Assisi Animal Health, LLC have been included in the Company’s Condensed Financial Statements since the dates of acquisition on October 1, 2021, June 14, 2022, and July 15, 2022, respectively. 2022 Acquisitions Asset Purchase Agreement with Assisi Animal Health LLC On July 15, 2022, Zomedica Corp. and its wholly owned subsidiary Zomedica Inc. entered into an Asset Purchase Agreement with Assisi Animal Health LLC (“Assisi”), its wholly owned subsidiary, AAH Holdings LLC, and certain of Assisi’s members (collectively the “Seller”) pursuant to which Zomedica Inc. agreed to acquire substantially all of the assets related to the Assisi ® ® ® ® ® Zomedica Inc. paid Assisi a purchase price of $18,293 in cash, which was subject to adjustments based on, among other things, the value of Assisi’s inventory and prepaid expenses at the closing of the acquisition. A portion of the purchase price ($1,400) was deposited into a third-party escrow account to support AAH Holdings LLC and certain of Assisi’s members’ indemnification obligation under the Purchase Agreement, of which $500 was released and $900 will be distributed to Assisi on the 18-month anniversary of the Closing Date, respectively, less the amount of prior or pending indemnification claims. The Company also issued to Assisi a ten-year warrant to purchase an aggregate of 22,000,000 of the Company’s common shares at a per share exercise price equal to $0.252 . The warrants may be exercised on a cash or cashless basis, at the election of the warrant holder. As a result of total consideration exceeding the preliminary fair value of the net assets acquired, goodwill in the amount of $14,329 was recorded in connection with this acquisition, which will be deductible for US tax purposes. The goodwill largely results from our ability to market and sell their respective products and services through our established customer base. The Company made a preliminary allocation of the purchase price for Assisi’s asset base based on its understanding of the fair value of the acquired assets and assumed liabilities. As the Company continues to obtain additional information about these assets and liabilities, including intangible asset appraisals, inventory valuation, and accrued expenses, and continues to integrate the newly acquired business, the Company will refine the estimates of fair value and more accurately allocate the purchase price. Only items identified as of the acquisition date are considered for subsequent adjustment. The Company will continue to make required adjustments to the purchase price allocation prior to the completion of the acquisition period. The following table summarizes the preliminary acquisition date fair values of the assets acquired and liabilities assumed and subsequent initial period adjustments: Initial Measurement Allocation of Period Updated Consideration Adjustments Allocation Inventory, net $ 220 $ — $ 220 Prepaid expenses and deposits 271 — 271 Other receivables 406 (206) 200 Right of use asset — 260 260 Intangible Assets (estimated useful life) E-commerce technology ( 2 years) 200 — 200 Trade name ( 5 years) 300 — 300 Developed technology ( 10 years) 4,500 — 4,500 Customer relationships ( 19 years) 2,800 — 2,800 Total assets acquired 8,697 54 8,751 Current portion of lease obligations — 49 49 Non current portion of lease obligations — 211 211 Other non current liabilities 45 — 45 Total liabilities assumed 45 260 305 Net assets acquired, excluding goodwill 8,652 (206) 8,446 Goodwill 14,329 206 14,535 Net assets acquired $ 22,981 $ — $ 22,981 Purchase price consideration was made up of the following: Cash $ 18,293 Fair value of warrants $ 4,688 Total $ 22,981 The determination of the final purchase price allocation to specific assets and liabilities assumed is incomplete. The purchase price allocation may change in future periods as the fair value estimates of the assets (including intangibles) and liabilities are adjusted. The following table provides unaudited proforma financial information, prepared in accordance with Topic 805, for the three and six months ended June 30, 2023 and 2022, as if Assisi had been acquired as of January 1, 2022. Proforma 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. For the Three Months Ended June 30, For the Six Months Ended June 30, 2023 2022 2023 2022 Net Revenue $ 6,020 $ 5,542 $ 11,502 $ 10,595 Net Losses $ (5,249) $ (5,330) $ (11,634) $ (9,849) The proforma amounts have been calculated by including the results of Assisi, and adjusting the combined results to give effect to the following, as if the acquisitions had been consummated on January 1, 2022, together with the consequential tax effects thereon: For the Three Months Ended June 30, For the Six Months Ended June 30, 2023 2022 2023 2022 Adjustments to net revenues Assisi preacquisition revenues $ - $ 1,296 $ - $ 2,598 Adjustments to net income Assisi preacquisition net losses $ - $ (57) $ - $ (639) Asset Purchase Agreement with Revo Squared LLC On July 1, 2022, the parties consummated the acquisition. At the closing, Zomedica Inc. paid Revo Squared a base purchase price of $6,011 in cash, which was subject to adjustments based on the amount of Revo Squared’s working capital at the closing. On this date, $500 of the purchase price was deposited into a third-party escrow account for a period of fifteen months to support Revo Squared’s indemnification obligation under the Purchase Agreement. The Company also issued to Revo Squared a ten-year warrant to purchase an aggregate of 10,000,000 of the Company’s common shares at a per share exercise price equal to $0.2201 . The warrants may be exercised on a cash or cashless basis, at the election of the warrant holder. In addition, Zomedica Inc. has agreed to pay Revo Squared aggregate earn-out payments of up to $4,000 based on the achievement of milestones related to future net sales from Revo Squared Products. One-time earn-out payments of $2,000 each will be payable upon net sales from Revo Squared Products exceeding $5,000 and $10,000 during any calendar year ending on or prior to December 31, 2027. The fair value of the earnout liability was adjusted from $2,000 to $1,500 at December 31, 2022. Fair value of the earnout was determined using Level 3 inputs. As a result of total consideration exceeding the preliminary fair value of the net assets acquired, goodwill in the amount of $6,528 was recorded in connection with this acquisition, which will be deductible for US tax purposes. The goodwill largely results from our ability to market and sell their respective products and services through our established customer base. The Company made a preliminary allocation of the purchase price for Revo Squared’s asset base based on its understanding of the fair value of the acquired assets and assumed liabilities. As the Company continues to obtain additional information about these assets and liabilities, including intangible asset appraisals, inventory valuation, and accrued expenses, and continues to integrate the newly acquired business, the Company will refine the estimates of fair value and more accurately allocate the purchase price. Only items identified as of the acquisition date are considered for subsequent adjustment. The Company will continue to make required adjustments to the purchase price allocation prior to the completion of the acquisition period. The following table summarizes the preliminary acquisition date fair values of the assets acquired and liabilities assumed and subsequent initial period adjustments: Initial Measurement Allocation of Period Updated Consideration Adjustments Allocation Trade receivables, net $ 8 $ — $ 8 Prepaid expenses and deposits 10 — 10 Intangible Assets (estimated useful life) Trade name ( 5 years) 200 — 200 Developed technology ( 10 years) 2,300 — 2,300 Customer relationships ( 16 years) 1,200 — 1,200 Total assets acquired 3,718 — 3,718 Earnout liabilities 2,458 (458) 2,000 Total liabilities assumed 2,458 (458) 2,000 Net assets acquired, excluding goodwill 1,260 458 1,718 Goodwill 6,528 (458) 6,070 Net assets acquired $ 7,788 $ — $ 7,788 Purchase price consideration was made up of the following: Cash $ 6,011 Fair value of warrants 1,777 Total $ 7,788 The determination of the final purchase price allocation to specific assets and liabilities assumed is incomplete. The purchase price allocation may change in future periods as the fair value estimates of the assets (including intangibles) and liabilities are adjusted. |