Quarterly report pursuant to Section 13 or 15(d)

Business Combinations (Tables)

v3.10.0.1
Business Combinations (Tables)
 9 Months Ended
Sep. 30, 2018
Performance Bridge [Member]  
Summary of Preliminary Fair Value of Purchase Price Consideration

The following table summarizes the preliminary fair value of purchase price consideration to acquire Performance Bridge:

 

Estimated Purchase Price

 

 

 

 

Amount

 

Cash consideration at closing

$

1,220

 

Equity consideration at closing

 

3,938

 

Contingent consideration

 

3,840

 

   Estimated purchase price

$

8,998

 

 
Purchase Price Allocation Based Upon Preliminary Estimate of Fair Value of Assets Acquired and Liabilities Assumed

The following is a preliminary allocation of the purchase price as of the August 21, 2018 closing date under the acquisition method of accounting. The purchase price allocation is based upon a preliminary estimate of the fair value of the assets acquired and the liabilities assumed by the Company in the acquisition:

 

Description

Amount

 

Preliminary purchase price allocation:

 

 

 

   Cash

$

2,283

 

   Accounts receivable

 

3,551

 

   Prepaid and other current assets

 

23

 

   Property and equipment

 

43

 

   Accounts payable

 

(1,402

)

   Accrued expenses and other current liabilities

 

(4,337

)

   Accrued compensation

 

(42

)

Identifiable net assets acquired

$

119

 

Intangibles and goodwill

 

8,879

 

Total purchase price

$

8,998

 

 
Wazee Digital Inc [Member]  
Summary of Preliminary Fair Value of Purchase Price Consideration

The following table summarizes the fair value of purchase price consideration to acquire Wazee Digital:

 

Acquisition Consideration

 

 

 

 

Amount

 

Cash consideration at closing

$

7,423

 

Equity consideration at closing

 

6,856

 

   Total

$

14,279

 

 
Purchase Price Allocation Based Upon Preliminary Estimate of Fair Value of Assets Acquired and Liabilities Assumed

The following is a preliminary allocation of the purchase price as of the August 31, 2018 closing date under the acquisition method of accounting. The purchase price allocation is based upon a preliminary estimate of the fair value of the assets acquired and the liabilities assumed by the Company in the acquisition:

 

Description

Amount

 

Preliminary purchase price allocation:

 

 

 

   Cash

$

975

 

   Accounts receivable

 

2,134

 

   Prepaid and other current assets

 

452

 

   Property and equipment

 

292

 

   Acquired intangible assets

 

249

 

   Accounts payable

 

(826

)

   Accrued expenses and other current liabilities

 

(3,354

)

   Accrued compensation

 

(1,194

)

   Other long-term liabilities

 

(1,312

)

Identifiable net assets acquired

$

(2,584

)

Intangibles and goodwill

 

16,863

 

Total purchase price

$

14,279

 

 
Summary of Unaudited Pro Forma Combined Financial Information

The following table presents unaudited pro forma combined financial information for each of the periods presented, as if the acquisition of Wazee Digital had occurred at the beginning of fiscal year 2017:

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

September 30,

 

 

September 30,

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

Net revenues - pro forma combined

$

11,918

 

 

$

8,546

 

 

$

29,221

 

 

$

25,394

 

Net loss - pro forma combined

 

(15,792

)

 

 

(19,803

)

 

 

(42,873

)

 

 

(48,114

)

Accretion of redeemable convertible preferred stock

—

 

 

—

 

 

—

 

 

 

(4,470

)

Net loss attributable to common stockholders - pro forma combined

$

(15,792

)

 

$

(19,803

)

 

$

(42,873

)

 

$

(52,584

)

 
Machine Box, Inc. [Member]  
Summary of Preliminary Fair Value of Purchase Price Consideration

The following table summarizes the preliminary fair value of purchase price consideration to acquire Machine Box:

 

Acquisition Consideration

 

 

 

 

Amount

 

Cash consideration at closing

$

412

 

Equity consideration at closing

 

1,061

 

   Total

$

1,473

 

 
Purchase Price Allocation Based Upon Preliminary Estimate of Fair Value of Assets Acquired and Liabilities Assumed

The following is a preliminary allocation of the purchase price as of the September 6, 2018 closing date under the acquisition method of accounting. The purchase price allocation is based upon a preliminary estimate of the fair value of the assets acquired and the liabilities assumed by the Company in the acquisition:

 

Description

Amount

 

Preliminary purchase price allocation:

 

 

 

   Cash

$

12

 

   Accrued expenses

 

(400

)

Identifiable net liabilities assumed

$

(388

)

Intangibles and goodwill

 

1,861

 

Total purchase price

$

1,473