| Schedule of Allocation of Plan Assets |
The relief-from-royalty method, an income approach, was utilized to estimate the fair value of OneQor’s trade name. The following table summarizes the preliminary allocation of the purchase price:
|
|
|
|
|
|
|
(in thousands) |
| Assets acquired |
|
| Accounts receivable |
$ |
51 |
|
| Inventory |
81 |
|
| Prepaid expenses |
241 |
|
| Property, plant and equipment |
80 |
|
| Customer relationships |
3,070 |
|
| Trade name |
690 |
|
| Goodwill |
6,763 |
|
| Other long-term assets |
260 |
|
| Total Assets acquired |
$ |
11,237
|
|
|
|
| Liabilities assumed |
|
| Accounts payable and accrued expenses |
$ |
1,481 |
|
| Deferred income |
300 |
|
| Short-term debt |
100 |
|
| Long-term lease liabilities |
108 |
|
| Total liabilities assumed |
$ |
1,990
|
|
|
|
|
|
|
|
|
(in thousands) |
| Assets acquired |
|
| Accounts receivable |
3,772 |
|
| Inventory |
6,532 |
|
| Prepaid & other current assets |
1,543 |
|
| Fixed assets |
1,450 |
|
| Notes receivable |
750 |
|
| Other long-term assets |
3 |
|
| Right-of-use asset |
460 |
|
| Trade name |
31,130 |
|
| Licenses |
40,760 |
|
| Goodwill |
16,216 |
|
| Total assets acquired |
$ |
102,617
|
|
| |
|
| Liabilities assumed |
|
| Accounts payable/accrued expenses |
$ |
15,849 |
|
| Short-term lease liability |
118 |
|
| Long-term lease liability |
342 |
|
| Short-term debt |
4,796 |
|
| Long-term debt |
674 |
|
| Deferred tax liability |
499 |
|
| Uncertain Tax Position |
1,806 |
|
| Total liabilities assumed |
$ |
24,084
|
|
The following table summarizes the preliminary allocation of the purchase price:
|
|
|
|
|
|
| Assets acquired |
(in thousands) |
| Inventory |
662 |
|
| Prepaids |
74 |
|
| Fixed Assets |
554 |
|
| Right-of-use asset |
2,105 |
|
| Trade name |
4,500 |
|
| Licenses |
49,510 |
|
| Goodwill |
20,995 |
|
| Total assets acquired |
$ |
78,400
|
|
| |
|
| Liabilities assumed |
|
| Accounts Payable/Accruals |
$ |
2,586 |
|
| Short-term lease liability |
540 |
|
| Long-term lease liability |
1,565 |
|
| Deferred tax liabilities |
4,775 |
|
| Total liabilities assumed |
$ |
9,466
|
|
The following table summarizes the preliminary allocation of the purchase price:
|
|
|
|
|
|
| Assets acquired |
(in thousands) |
| Inventory |
215 |
|
| Prepaid expenses |
6 |
|
| Fixed assets |
257 |
|
| Licenses |
161 |
|
| Goodwill |
10,921 |
|
| Total assets acquired |
$ |
11,561
|
|
|
|
| Liabilities assumed |
|
| Accounts payable and accrued expenses |
$ |
1,517 |
|
| Deferred taxes |
14 |
|
| Taxes payable |
1,553 |
|
| Total liabilities assumed |
$ |
3,084
|
|
|
| The Components Of The Purchase Price |
The fair value of the components of the purchase price is summarized below (in thousands):
|
|
|
|
|
|
| Purchase Price (in thousands): |
|
|
|
| Stock |
$ |
52,929 |
|
| Liability for holdback shares |
6,465 |
|
| Stock options assumed |
9,695 |
|
| Warrants assumed |
10,733 |
|
| Less: cash transferred |
(1,290) |
|
| Total consideration |
78,532 |
|
The preliminary valuation of the Target was based on the purchase price described below (in thousands):
|
|
|
|
|
|
| Purchase Price (in thousands): |
|
|
|
| Cash |
$ |
24,000 |
|
| Note payable |
$ |
33,749 |
|
| Common stock |
$ |
16,000 |
|
| Less: cash transferred |
$ |
(994) |
|
| Total consideration |
$ |
72,755
|
|
The fair value of the components of the purchase price is summarized below (in thousands):
|
|
|
|
|
|
| Purchase Price (in thousands): |
|
| Cash |
$ |
1,500 |
|
| Note payable |
4,500 |
|
| Common stock |
2,500 |
|
| Less: cash transferred |
(24) |
|
| Total consideration |
$ |
8,476
|
|
|