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Note 14 - Acquisitions | 9 Months Ended
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Jun. 30, 2022
Notes to Financial Statements |
Business Combination Disclosure [Text Block] | 14. Acquisitions Woorank Acquisition On March 1, 2021, the Company, pursuant to a Share Purchase Agreement (the “Woorank Purchase Agreement”), acquired all of the issued and outstanding shares of Woorank, an entity located in Belgium. The Company accounted for the Woorank transaction as a business combination in accordance with the Accounting Standard Codification (“ASC”) Topic 805, Business Combinations. The purchase price consisted of (1) cash paid at closing, (2) deferred cash payable in installments post-closing, (3) a seller note issued to one of the selling shareholders, and (4) amounts payable to one selling shareholder as consideration for assistance with certain matters related to the acquisition for a period of one year from the closing date of the acquisition. The Woorank Purchase Agreement also provides for additional consideration, in the event of achievement of certain revenue targets and operational goals, to the selling shareholders. On the closing date, the Company issued 29,433 shares of its common stock for a portion of the purchase price. The Company accounted for the Woorank transaction as a business combination. The Company determined that the fair value of the gross assets acquired was not concentrated in a single identifiable asset or a group of similar assets. Assets acquired and liabilities assumed have been recognized at their estimated fair values as of the acquisition date. The fair value of common stock issued as part of consideration transferred was determined based on the acquisition date closing market price of the Company’s common stock. The estimated fair value of the contingent consideration was determined based on the Company’s expected probability of future payment, discounted using a weighted average cost of capital. The fair value of the contingent consideration is included within ‘Purchase price and contingent consideration payable’ on the consolidated balance sheets. The fair value of intangible assets was based on valuations using a discounted cash flow model (Level 3 inputs) which requires significant estimates and assumptions, including estimating future revenues and costs. The fair value of debt obligations assumed was based on the interest rates underlying these instruments in relation to the market rates available for similar instruments. The excess of the purchase price over the assets acquired and liabilities assumed was recognized as goodwill. The goodwill is attributable to expected synergies and customer cross-selling opportunities between the Company and Woorank. Hawk Search Acquisition On May 28, 2021, the Company, pursuant to a Share Purchase Agreement (the “Hawk Purchase Agreement”), acquired all of the issued and outstanding shares of Hawk Search, an Illinois corporation. The purchase price consisted of (1) an initial cash payment at closing, (2) an issuance of 1,500 shares of the Company’s newly designated Series D Preferred Stock, and (3) deferred cash payable on or before December 31, 2021. The Hawk Purchase Agreement also provides for additional consideration, in the event of achievement of certain revenue targets, to the selling shareholders as an additional earn-out, payable in two installments, as amended and as follows: (i) on or before July 1, 2022, the aggregate sum of $1,779 thousand (which was paid on July 1, 2022); and (ii) on or before October 3, 2022, the aggregate sum of $250 thousand, as included within the Amendment to the Stock Purchase Agreement, dated June 15, 2022. The Company accounted for the Hawk Search transaction as a business combination. The Company determined that the fair value of the gross assets acquired was not concentrated in a single identifiable asset of a group of similar assets. Assets acquired and liabilities assumed have been recognized at their estimated fair values as of the acquisition date. The fair value of Series D Preferred Stock issued as part of consideration transferred was determined based on the price paid by third-party investors in the Private Placement (see Note 8) which occurred in close proximity to the acquisition date. As more fully described in Note 8, the Series D Preferred Stock contains an embedded beneficial conversion feature. The intrinsic value of $724 was calculated as of the acquisition date. The fair value of contingent consideration was determined based on the probability of achievement of the revenue targets and operational goals, which includes estimating future revenues. The fair value of intangible assets was based on valuations using a discounted cash flow model (Level 3 inputs) which requires significant estimates and assumptions, including estimating future revenues and costs. The excess of the purchase price over the assets acquired and liabilities assumed was recognized as goodwill. The goodwill is attributable to expected synergies and customer cross-selling opportunities between the Company and Hawk Search. The acquisition date fair value of consideration transferred was as follows:
|  | Woorank |  |  | Hawk Search |  |  | Total |
Cash paid at or in close proximity to closing |  | $ | 285 |  |  | $ | 4,800 |  |  | $ | 5,085 |
Future deferred payments |  |  | 376 |  |  |  | 2,000 |  |  |  | 2,376 |
Common stock (29,433 shares at $3.38 per share) |  |  | 99 |  |  |  | - |  |  |  | 99 |
Series D Convertible Preferred Stock (1,500 shares at $618 per share) |  |  | - |  |  |  | 930 |  |  |  | 930 |
Seller’s note |  |  | 352 |  |  |  | - |  |  |  | 352 |
Contingent consideration (earn-outs) |  |  | 1,289 |  |  |  | 2,190 |  |  |  | 3,479 |
Total consideration paid |  | $ | 2,401 |  |  | $ | 9,920 |  |  | $ | 12,321 |
The acquisition date fair value of assets acquired, and liabilities assumed was as follows:
|  | Woorank |  |  | Hawk Search |  |  | Total |
Assets acquired: |  |  |  |  |  |  |  |  |  |  |  |
Cash |  | $ | 577 |  |  | $ | 100 |  |  | $ | 677 |
Non-cash current assets |  |  | 23 |  |  |  | 780 |  |  |  | 803 |
Property and equipment |  |  | 5 |  |  |  | - |  |  |  | 5 |
Intangible assets: |  |  |  |  |  |  |  |  |  |  |  |
Acquired software |  |  | 282 |  |  |  | 560 |  |  |  | 842 |
Customer relationships |  |  | 1,280 |  |  |  | 3,410 |  |  |  | 4,690 |
Domain and trade names |  |  | 116 |  |  |  | 620 |  |  |  | 736 |
Goodwill |  |  | 2,888 |  |  |  | 7,540 |  |  |  | 10,428 |
Total assets acquired |  |  | 5,171 |  |  |  | 13,010 |  |  |  | 18,181 |
Liabilities assumed: |  |  |  |  |  |  |  |  |  |  |  |
Current liabilities |  |  | 208 |  |  |  | 1,909 |  |  |  | 2,117 |
Assumed debt obligations |  |  | 2,159 |  |  |  | - |  |  |  | 2,159 |
Deferred tax liabilities |  |  | 403 |  |  |  | 1,181 |  |  |  | 1,584 |
Total liabilities assumed |  |  | 2,770 |  |  |  | 3,090 |  |  |  | 5,860 |
Total consideration paid |  | $ | 2,401 |  |  | $ | 9,920 |  |  | $ | 12,321 |
The average useful lives of the identifiable intangible assets acquired were as follows:
|  | Woorank |  |  | Hawk Search |
|  | (in years) |
Acquired software |  |  | 5 |  |  |  | 5 |
Customer relationships |  |  | 8 |  |  |  | 10 |
Domain and trade names |  |  | 12 |  |  |  | 15 |
Total earnings from the acquisitions are impracticable to disclose as the operations were merged with existing operations and certain costs were not accounted for separately. Pro Forma Information (Unaudited) The following is the unaudited pro forma information assuming the acquisitions occurred on October 1, 2020:
|  | Three months ended June 30, 2021 |  |  | Nine months ended June 30, 2021 |
(in thousands, except share and per share data) |  |  |  |  |  |  |  |
Revenue |  | $ | 4,412 |  |  | $ | 13,342 |
Net income (loss) attributable to common shareholders - basic |  | $ | (3,605 | ) |  | $ | (5,841 | )
Net income (loss) attributable to common shareholders - diluted |  | $ | (3,605 | ) |  | $ | (5,841 | )
Net income (loss) per share attributable to common shareholders: |  |  |  |  |  |  |  |
Basic |  | $ | (0.61 | ) |  | $ | (1.14 | )
Diluted |  | $ | (0.61 | ) |  | $ | (1.14 | )
Weighted average common shares outstanding - basic |  |  | 5,939,021 |  |  |  | 5,117,586 |
Weighted average common shares outstanding - diluted |  |  | 5,939,021 |  |  |  | 5,117,586 |
Pro forma information for the three and nine months ended June 30, 2022, is not presented as the amounts reported in the Condensed Consolidated Statements of Operations include the activities of these acquisitions for the period then ended.

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI https://asc.fasb.org/topic&trid=2303972 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 5 -Subparagraph (b) -URI https://asc.fasb.org/extlink&oid=128092470&loc=d3e4946-128472 + Details
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