XML 43 R29.htm IDEA: XBRL DOCUMENT v3.3.1.900
Acquisition of Selected Assets of Manatee Works, Inc.
 12 Months Ended
Dec. 31, 2015
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]  
Acquisition of Selected Assets of Manatee Works, Inc.
Acquisition of Selected Assets of Manatee Works, Inc.
On August 21, 2015, the Company acquired selected assets of Manatee Works, Inc. (Manatee), a privately-held U.S.-based developer of barcode scanning software development kits (SDKs). The Company plans to leverage Manatee's current developer network and business model of attracting new developers to drive leads for its ID products. Under this transaction, the Company also acquired technology for use in mobile devices.
The Company paid $1,023,000 in cash upon closing and may pay additional contingent cash consideration over the next three years based upon certain milestone revenue levels. The undiscounted potential outcomes related to the contingent consideration range from $0 to approximately $5,000,000. The fair value of the contingent consideration as of the acquisition date was $3,790,000, resulting in a total purchase price of $4,813,000.
The contingent consideration is remeasured each reporting period with changes in fair value recorded in "Other income (expense)" on the Consolidated Statements of Operations. The fair value as of December 31, 2015 was $3,000,000, and accordingly, the liability was reduced by $790,000 and this benefit was recorded in other income. As of December 31, 2015, the current portion of contingent consideration expected to be paid within the next year was $600,000 and was recorded in “Accrued expenses,” and the non-current portion expected to be paid beyond one year was $2,400,000 and was recorded in “Other non-current liabilities” on the Consolidated Balance Sheets.
The purchase price was allocated as follows (in thousands):
Prepaid expenses
$
23

Customer relationships
140

Completed technology
590

Goodwill
4,060

Purchase price
$
4,813


The customer relationships and completed technology are included in "Intangible assets" on the Consolidated Balance Sheets. The customer relationships is being amortized on a straight-line basis to selling, general, and administrative expenses over five years. The completed technology is being amortized on a straight-line basis to cost of revenue over five years. The goodwill is expected to be deductible for tax purposes. Transaction costs were immaterial and were expensed as incurred in the third quarter of 2015.
Manatee financial results are immaterial with respect to the inclusion of supplemental pro-forma information.