Quarterly report pursuant to Section 13 or 15(d)

Business Combinations (Tables)

v3.22.1
Business Combinations (Tables)
3 Months Ended
Mar. 31, 2022
Business Acquisition [Line Items]  
Summary of identifiable intangible assets and related expected lives for finite-lived intangible assets

The following is a summary of identifiable intangible assets acquired and the related expected lives for the finite-lived intangible assets (in thousands):

Category

Estimated life
(in years)

Fair value

 

Finite-lived intangible assets:

 

 

 

Market-related intangibles

5

$

1,700

 

Customer relationships

5

 

8,950

 

Developed technology

12

 

2,600

 

Covenants to non-compete

2

 

115

 

Indefinite-lived intangible assets:

 

 

 

In-process research and development

N/A

 

700

 

Total identifiable intangible assets acquired

 

$

14,065

 

 

NimbeLink  
Business Acquisition [Line Items]  
Summary of Fair Value of Purchase Consideration

The following table summarizes the fair value of purchase consideration to acquire NimbeLink (in thousands):

Cash

$

15,991

 

Deferred payments(1)

 

728

 

Contingent consideration(2)

 

5,986

 

Replacement options(3)

 

40

 

Total purchase consideration

$

22,745

 

 

(1) The fair value of the holdback payment was determined by discounting to present value, payments totaling $0.7 million expected to be made to NimbeLink fifteen months after the close of the transaction.

(2) The fair value of contingent consideration is based on applying the Monte Carlo simulation method to forecast achievement under various contingent consideration events which may result in up to $8 million in payments subject to the acquired business’s satisfying certain revenue targets in 2021. Key inputs in the valuation include forecasted revenue, revenue volatility and discount rate. Underlying forecast mathematics were based on Geometric Brownian Motion in a risk-neutral framework and discounted back to the applicable period in which the accumulative thresholds were achieved at discount rates commensurate with the risk and expected payout term of the contingent consideration.

(3) Represents the pre-combination stock compensation expense for replacement options issued to NimbeLink employees.

Summary of Assets Acquired and Liabilities Assumed at Fair Value

The following is an allocation of purchase price as of the closing date based upon an estimate of the fair value of the assets acquired and liabilities assumed by the Company in the acquisition (in thousands):

 

Cash

$

1,806

 

Accounts receivable

 

1,127

 

Inventory

 

1,671

 

Prepaids and other current assets

 

141

 

Property and equipment

 

151

 

Right of use assets

 

402

 

Other assets

 

194

 

Identified intangible assets

 

14,065

 

Accounts payable

 

(654

)

Accrued compensation

 

(139

)

Accrued expenses and other current liabilities

 

(432

)

Short-term lease liabilities

 

(78

)

Long-term lease liabilities

 

(324

)

Deferred tax liabilities

 

(2,330

)

Identifiable net assets acquired

 

15,600

 

Goodwill

 

7,145

 

Total purchase price

$

22,745