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Business Combination, Goodwill and Intangibles (Notes) | 12 Months Ended
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Dec. 31, 2014
Business Combinations [Abstract] |
Business Combinations, Goodwill and Intangibles | Business Combinations, Goodwill and Intangibles Acquisition of Sabine On March 7, 2014, the Company completed the acquisition of Sabine, Inc. ("Sabine") through a stock purchase agreement ("SPA"). Sabine manufactures, designs and sells Sacom professional wireless microphone systems for live and installed audio. It also makes FBX Feedback Exterminator for reliable automatic feedback control. With the addition of Sabine, ClearOne will have reliable and exclusive access to the wireless microphones that are a critical component of ClearOne’s complete microphone portfolio. Pursuant to the SPA, the Company (i) paid initial consideration of $8,141 in cash, (ii) accrued for possible additional earn-out payments over the next two years, estimated to be $657, and (iii) issued 150,000 shares of restricted common stock of the Company, valued at $1,679 (determined on the basis of the closing market price of the Company's stock on the acquisition date). The purchase price was paid out of cash on hand. The SPA contains representations, warranties and indemnifications customary for a transaction of this type. The following table summarizes the consideration paid for the acquisition:
| Consideration
Cash | $ | 8,141 |
Common stock | 1,679 |
Contingent consideration | 657 |
Total | $ | 10,477 |
The fair values of Sabine assets acquired and liabilities assumed are based on the information that was available during the measurement period of twelve months from the date of acquisition. The fair value of identified assets and liabilities acquired and goodwill is as follows:
| Fair value
Cash | $ | 125 |
Accounts receivable | 255 |
Inventories | 844 |
Prepaid and other | 105 |
Intangibles | 3,970 |
Property and equipment | 292 |
Other long-term assets | 11 |
Goodwill | 5,510 |
Deferred tax asset | 245 |
Trade accounts payable | (420 | )
Accrued liabilities | (405 | )
Stock registration costs | (55 | )
Total | $ | 10,477 |
The goodwill of $5,510 related to the acquisition of of Sabine is composed of expected synergies in utilizing Sabine technology in ClearOne product offerings, reduction in future combined research and development expenses, and intangible assets including acquired workforce that do not qualify for separate recognition. The goodwill balance of $5,510 related to the acquisition of Sabine is expected to be deductible for tax purposes. Supplemental Pro Forma Information: 1) Revenue and net income from the Sabine business from March 8, 2014 to December 31, 2014 was $3,841 and $619 respectively. 2) Revenue and earnings of the combined entity as though the business combination occurred as of January 1, 2013 were as follows:
| 2014 |  | 2013
Revenue | $ | 58,178 |  |  | $ | 53,003 |
Earnings | 5,356 |  |  | 5,020 |
Basic earnings per common share | $ | 0.58 |  |  | $ | 0.55 |
Diluted earnings per common share | $ | 0.56 |  |  | $ | 0.53 |
3) There were no material, nonrecurring pro forma adjustments directly attributable to the acquisition included in this Supplemental Pro Forma Information. Spontania business of Spain-based Dialcom Networks, S.L. On April 1, 2014 ClearOne, Inc. closed on the acquisition of the Spontania business of Spain-based Dialcom Networks, S.L. The Spontania cloud-based service empowers customers to deploy HD video conferencing, web collaboration, and more with equipment most businesses have and use every day - video-conferencing endpoints, desktops, laptops, web browsers, tablets, and smartphones. With Spontania there is no hardware investment and the service operates off of a reservation-less model, enabling on-demand video communications from virtually anywhere, anytime, with anyone on any device. The aggregate purchase price under the terms of the transaction was approximately €3.66 million in cash (approximately US$5.1 million), after certain closing adjustments. ClearOne did not assume any debt or cash. The cash purchase price was paid out of cash on hand. The addition of this technology was an integral part of the company’s strategy to build an all-inclusive video collaboration portfolio. The fair value of identified assets and liabilities acquired from the Spontania acquisition was as follows:
| Fair value
Intangibles | $ | 1,335 |
Property and equipment | 47 |
Goodwill | 3,741 |
Accrued liabilities | (71 | )
Total | $ | 5,052 |
The goodwill of $3,741 relates to the acquisition of Spontania cloud-based technology and intangible assets including acquired workforce that does not qualify for separate recognition. The goodwill of $3,741 from the Spontania acquisition is expected to be deductible for tax purposes. Supplemental Pro Forma Information: 1) Revenue and net loss from the Spontania business from April 1, 2014 to December 31, 2014 was $753 and $1,629 respectively. 2) Revenue and earnings of the combined entity as though the business combination occurred as of January 1, 2013 is not available. The Spontania business was part of a business unit of Dialcom Networks, S.L., and thus separate stand-alone financial information for Spontania is not available. Acquisitions Expenses The Company incurred $588 in total acquisition related expenses for the Sabine and Spontania acquisitions, all of which are categorized under General and administrative expenses in the Consolidated Statement of Income and Comprehensive Income for the year ended December 31, 2014. Goodwill Changes in the carrying amount of the Company's goodwill for the years ended December 31, 2014 and 2013 were as follows:
| 2014 |  | 2013
Balance as of January 1, |  |  |
Goodwill | $ | 3,472 |  |  | $ | 3,472 |
Accumulated impairment losses | — |  |  | — |
| 3,472 |  |  | 3,472 |
Goodwill acquired during the year | 9,252 |  |  | — |
Balance as of December 31, |  |  |
Goodwill | 12,724 |  |  | 3,472 |
Accumulated impairment losses | — |  |  | — |
| $ | 12,724 |  |  | $ | 3,472 |
Intangible Assets Intangible assets as of December 31, 2014 and 2013 consisted of the following:
| Estimated |  | As of December 31,
| useful lives |  | 2014 |  | 2013
Tradename | 5 to 7 years |  | $ | 555 |  |  | $ | 435 |
Patents and technological know-how | 10 years |  | 5,850 |  |  | 2,070 |
Proprietary software | 3 to 15 years |  | 4,341 |  |  | 2,961 |
Other | 3 to 5 years |  | 324 |  |  | 208 |
|  |  | 11,070 |  |  | 5,674 |
Accumulated amortization |  |  | (3,174 | ) |  | (1,964 | )
Total intangible assets, net |  |  | $ | 7,896 |  |  | $ | 3,710 |
During the years ended December 31, 2014 and 2013, amortization of these intangible assets were $1,210 and $547, respectively. The estimated future amortization expense of intangible assets is as follows:
Years ending December 31, |
2015 | $ | 1,258 |
2016 | 1,120 |
2017 | 925 |
2018 | 851 |
2019 | 778 |
Thereafter | 2,964 |
| $ | 7,896 |

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