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ACQUISITIONS | 3 Months Ended
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Mar. 31, 2025
ACQUISITIONS |
ACQUISITIONS | NOTE 3 — ACQUISITIONS On September 27, 2024, we entered into a Membership Interest Purchase Agreement and acquired all the outstanding equity interests of ADA Site Compliance, LLC (“ADA Site Compliance”), a Delaware limited liability company which provides audits and best practices to help organizations create websites that are accessible and compliant to Web Content Accessibility Guidelines (“WCAG”) standards. The acquisition provides an opportunity to expand on ADA Site Compliance’s existing customer relationships by migrating customers to AudioEye’s products and further expanding revenue. The aggregate consideration for the purchase of ADA Site Compliance was approximately $7.0 million (at fair value), consisting of $3.4 million cash payment at closing, $2.35 million in unsecured promissory notes payable to the sellers within 60 days following the closing (collectively, the “Note Payable”), and an estimated $1.25 million in aggregate contingent consideration to be paid in cash in the second quarter of 2026 if and to the extent certain earn-outs are satisfied. Actual contingent consideration is based on satisfaction of the earn-out conditions related to certain annual recurring revenue (“ARR”) and non-recurring revenue (“NRR”) targets measured as of December 31, 2025 and may differ from estimated contingent consideration recognized at acquisition, therefore a range of undiscounted payment outcomes cannot be estimated. We accounted for the acquisition of ADA Site Compliance as a business combination in accordance with FASB ASC 805, “Business Combinations” (“ASC 805”). Accordingly, under the acquisition method of accounting, the preliminary purchase price was allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date as follows: ​
​ | ​ | ​ | ​
(in thousands) |  | Balance at September 27, 2024
Assets purchased: |  | ​ |
Cash | ​ | $ | 284
Accounts receivable | ​ |  | 364
Other assets | ​ |  | 15
Customer relationships (1) | ​ |  | 5,100
Goodwill (2) | ​ |  | 2,667
Total assets purchased | ​ |  | 8,430
​ | ​ | ​ | ​
Liabilities assumed: | ​ |  |
Accounts payable and accrued liabilities | ​ |  | 360
Deferred revenue | ​ |  | 1,065
Total liabilities assumed | ​ |  | 1,425
​ | ​ | ​ | ​
Net assets acquired | ​ |  | 7,005
​ | ​ | ​ | ​
Consideration: | ​ |  |
Cash paid | ​ |  | 3,407
Note payable (3) | ​ | ​ | 2,348
Contingent consideration liability (4) | ​ |  | 1,250
Total consideration | ​ | $ | 7,005
| (1) | Represents an acquired intangible asset that will be amortized on a straight-line basis over its estimated useful life of 8 years.
| (2) | Goodwill represents the excess of purchase price over the estimated fair value of net tangible and intangible assets acquired. The amount of goodwill expected to be deductible for tax purposes is $2,667,000. Goodwill primarily relates to the expected synergies from combining operations of the Company and ADA Site Compliance and the value of the acquired workforce.
| (3) | Represents the fair value of the Note Payable in the aggregate principal amount of $2,400,000.
| (4) | The fair value of the contingent consideration liability under the earn-out was determined using the Monte-Carlo simulation. The key assumptions used in the Monte-Carlo simulation were as follows: ARR and NRR metrics for the earn-out period, NRR discount rate of 7.5%, ARR discount rate of 6.5%, expected NRR volatility of 12.5%, expected ARR volatility of 7.5%, risk-free rate of 3.9%, buyer specific counterparty credit risk of 14.25%, and discount period of 1.62 years.
The preliminary purchase price allocations to assets acquired and liabilities assumed are subject to adjustments as information is obtained about facts and circumstances that existed at the acquisition date including, but not limited to, certain customary post-closing adjustments such as the finalization of working capital. The final fair value determination of the assets acquired and liabilities assumed will be completed prior to one year from the acquisition date, consistent with ASC 805. Due to the rapid integration of ADA Site Compliance into the Company’s operations, including the migration of some of ADA Site Compliance’s customers to AudioEye’s products, it is impractical to determine the revenue and earnings attributable to ADA Site Compliance for the three months ended March 31, 2025.

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