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Business Combinations (Tables) | 6 Months Ended
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Jun. 30, 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):
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 a preliminary 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 |
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 June 30, |  |  | Six months ended June 30, |
|  | 2021 |  |  | 2020 |  |  | 2021 |  |  | 2020 |
Net revenue - pro forma combined |  | $ | 17,297 |  |  | $ | 13,975 |  |  | $ | 34,706 |  |  | $ | 29,921 |
Net loss - pro forma combined |  |  | (2,609 | ) |  |  | (1,524 | ) |  |  | (2,373 | ) |  |  | (2,848 | )
The following adjustments were included in the unaudited pro forma combined net revenues (in thousands):
|  | Three months ended June 30, |  |  | Six months ended June 30, |
|  | 2021 |  |  | 2020 |  |  | 2021 |  |  | 2020 |
Net revenue |  | $ | 17,297 |  |  | $ | 11,446 |  |  | $ | 34,674 |  |  | $ | 22,662 |
Add: Net revenue - acquired businesses |  |  | — |  |  |  | 2,529 |  |  |  | 32 |  |  |  | 7,259 |
Net revenues - pro-forma combined |  | $ | 17,297 |  |  | $ | 13,975 |  |  | $ | 34,706 |  |  | $ | 29,921 |
The following adjustments were included in the unaudited pro forma combined net income (loss) (in thousands):
|  | Three months ended June 30, |  |  | Six months ended June 30, |
|  | 2021 |  |  | 2020 |  |  | 2021 |  |  | 2020 |
Net income (loss) |  | $ | (2,609 | ) |  | $ | (736 | ) |  | $ | (2,372 | ) |  | $ | (1,938 | )
Add: Results of operations of acquired business |  |  | — |  |  |  | (205 | ) |  |  | (310 | ) |  |  | 566 |
Less: pro forma adjustments |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Amortization of historical intangibles |  |  | — |  |  |  | 23 |  |  |  | — |  |  |  | 47 |
Amortization of acquired intangibles |  |  | — |  |  |  | (630 | ) |  |  | (38 | ) |  |  | (1,217 | )
Inventory fair value adjustments |  |  | — |  |  |  | — |  |  |  | 353 |  |  |  | (353 | )
Interest income |  |  | — |  |  |  | — |  |  |  | (6 | ) |  |  | — |
Interest expense |  |  | — |  |  |  | 24 |  |  |  | — |  |  |  | 47 |
Net loss - pro forma combined |  | $ | (2,609 | ) |  | $ | (1,524 | ) |  | $ | (2,373 | ) |  | $ | (2,848 | )

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- Definition 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. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=121647850&loc=d3e4845-128472 + Details
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