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Business Combinations (Tables)

3 Months Ended

Mar. 31, 2021

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):

Fair value of purchase consideration
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 January 7, 2021 closing date based upon a preliminary estimate of the fair value of the assets acquired and liabilities assumed by the Company in the acquisition (in thousands):

Purchase price allocation
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

Summary of Unaudited Pro forma Revenue and Income (loss)

The following unaudited pro forma financial information presents the combined results of operations for each of the periods presented as if the NimbeLink acquisition had occurred at the beginning of 2020 (in thousands):

	Three months ended March 31,
	2021				2020
Net revenue - pro forma combined	$	17,409			$	15,946
Net loss - pro forma combined		236				(1,324	)

The following adjustments were included in the unaudited pro forma combined net revenues (in thousands):

	Three months ended March 31,
	2021				2020
Net revenue	$	17,377			$	11,216
Add: Net revenue - acquired businesses		32				4,730
Net revenues - pro-forma combined	$	17,409			$	15,946

The following adjustments were included in the unaudited pro forma combined net income (loss) (in thousands):

	Three months ended March 31,
	2021				2020
Net income (loss)	$	237			$	(1,202	)
Add: Results of operations of acquired business		(310	)			771
Less: pro forma adjustments
Amortization of historical intangibles		—				24
Amortization of acquired intangibles		(38	)			(587	)
Inventory fair value adjustments		353				(353	)
Interest income		(6	)			—
Interest expense		—				23
Net loss - pro forma combined	$	236			$	(1,324	)

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Tabular disclosure of pro forma results of operations for a material business acquisition or series of individually immaterial business acquisitions that are material in the aggregate.

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Tabular disclosure of finite-lived and indefinite-lived intangible assets acquired as part of a business combination.

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Tabular disclosure of the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed. May include but not limited to the following: (a) acquired receivables; (b) contingencies recognized at the acquisition date; and (c) the fair value of noncontrolling interests in the acquiree.

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