SCWorx, Corp. Annual report pursuant to Section 13 and 15(d)

Annual report pursuant to Section 13 and 15(d)

Business Combinations (Tables)

Business Combinations (Tables)

12 Months Ended

Dec. 31, 2017

Business Acquisition, Pro Forma Information [Table Text Block]

The following table presents the pro forma operating results as if the acquisitions had been included in the Company’s consolidated statements of operations as of January 1, 2016 (unaudited, in thousands):

	Revenue		Earnings (Loss)
Actual for the year ended December 31, 2016	$	591	$	(4,912)
Actual for the year ended December 31, 2017	$	4,218	$	(11,274)
Supplemental pro forma for the year ended December 31, 2016	$	5,111	$	(6,102)
Supplemental pro forma for the year ended December 31, 2017	$	5,238	$	(12,279)

(i)

Amortization of intangible assets. Intangible assets are amortized over their estimated useful lives. The estimated useful lives of acquired intangible assets are based upon the economic benefit expected to be received and the period during which we expect to receive that benefit. For the periods presented amortization expense was approximately $956,000.

Sucker Punch [Member]

Schedule of Business Acquisitions, by Acquisition [Table Text Block]

As consideration for the acquisition of SuckerPunch, the Company delivered the following amounts of cash and shares of common stock.

		Cash			Shares			Warrant Grant			Consideration Paid
SuckerPunch		$	357,500			307,487			93,583		$	1,686,347

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block]

The following table reflects the final allocation of the purchase price for SuckerPunch to identifiable assets, intangible assets, goodwill and identifiable liabilities:

	Preliminary Fair Value		Measurement Period Adjustments		Final Fair Value
Cash	$		$		$
Accounts receivable, net
Intangible assets		1,525,584		(1,315,584)		210,000
Goodwill		160,763		1,361,842		1,522,605
Total identifiable assets	$	1,686,347	$	46,258	$	1,732,605
Total identifiable liabilities				(46,258)		(46,258)
Total purchase price	$	1,686,347	$		$	1,686,347

Fight Time Promotions, LLC [Member]

Schedule of Business Acquisitions, by Acquisition [Table Text Block]

As consideration for the acquisition of the MMA promotion business of Fight Time, the Company delivered the following amounts of cash and shares of common stock.

		Cash			Shares			Consideration Paid
Fight Time		$	84,000			74,667		$	371,468

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block]

The following table reflects the final allocation of the purchase price for the business of Fight Time to identifiable assets, intangible assets, goodwill and identifiable liabilities:

	Preliminary Fair Value		Measurement Period Adjustments		Final Fair Value
Cash	$		$		$
Accounts receivable
Intangible assets		48,867		91,133		140,000
Goodwill		322,601		(91,133)		231,468
Total identifiable assets	$	371,468	$		$	371,468
Total identifiable liabilities
Total purchase price	$	371,468	$		$	371,468

National Fighting Championships [Member]

Schedule of Business Acquisitions, by Acquisition [Table Text Block]

As consideration for the acquisition of the MMA promotion business of NFC, the Company delivered the following amounts of cash and shares of common stock.

		Cash			Shares			Consideration Paid
NFC		$	140,000			273,304		$	506,227

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block]

The following table reflects the final allocation of the purchase price for the business of NFC to identifiable assets, intangible assets, goodwill and identifiable liabilities:

	Preliminary Fair Value		Measurement Period Adjustments		Final Fair Value
Cash	$		$		$
Accounts receivable
Fixed assets		20,000				20,000
Intangible assets		120,000		60,000		180,000
Goodwill		366,227		(60,000)		306,227
Total identifiable assets	$	506,227	$		$	506,227
Total identifiable liabilities
Total purchase price	$	506,227	$		$	506,227

Fight Club OC [Member]

Schedule of Business Acquisitions, by Acquisition [Table Text Block]

As consideration for the acquisition of the MMA promotion business of Fight Club OC, the Company delivered the following amounts of cash and shares of common stock.

		Cash			Shares			Consideration Paid
Fight Club OC		$	207,900			693,000		$	1,018,710

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block]

The following table reflects the final allocation of the purchase price for the business of the Fight Club OC to identifiable assets, intangible assets, goodwill and identifiable liabilities, and preliminary pro forma intangible assets and goodwill:

	Preliminary Fair Value		Measurement Period Adjustments		Final Fair Value
Cash	$	159,000	$		$	159,000
Accounts receivable
Intangible assets		500,000		(230,000)		270,000
Goodwill		518,710		230,000		748,710
Total identifiable assets	$	1,177,710	$		$	1,177,710
Total identifiable liabilities		(159,000)				(159,000)
Total purchase price	$	1,018,710	$		$	1,018,710

Victory Fighting Championship [Member]

Schedule of Business Acquisitions, by Acquisition [Table Text Block]

As consideration for the acquisition of the MMA promotion business of Victory, the Company delivered the following amounts of cash and shares of common stock.

		Cash			Shares			Consideration Paid
Victory Fighting Championship		$	180,000			267,891		$	822,938

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block]

The following table reflects the final allocation of the purchase price for the business of Victory to identifiable assets, intangible assets, goodwill and identifiable liabilities:

	Preliminary Fair Value		Measurement Period Adjustments		Final Fair Value
Cash	$		$		$
Accounts receivable		32,180				32,180
Fixed assets		30,000				30,000
Intangible assets		600,000		(310,000)		290,000
Goodwill		268,167		310,000		578,167
Total identifiable assets	$	930,347	$		$	930,347
Total identifiable liabilities		(107,409)				(107,409)
Total purchase price	$	822,938	$		$	822,938

CFFC Promotions, LLC [Member]

Schedule of Business Acquisitions, by Acquisition [Table Text Block]

As consideration for the acquisition of CFFC, the Company delivered the following amounts of cash and shares of common stock.

		Cash			Shares			Consideration Paid
CFFC		$	235,000			470,000		$	2,350,000

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block]

The following table reflects the final allocation of the purchase price for CFFC to identifiable assets, intangible assets, goodwill and identifiable liabilities:

	Preliminary Fair Value		Measurement Period Adjustments		Final Fair Value
Cash	$	551	$		$	551
Accounts receivable, net		3,000				3,000
Fixed assets		4,448				4,448
Intangible assets		1,437,000		(607,000)		830,000
Goodwill		937,101		607,000		1,544,101
Total identifiable assets	$	2,382,100	$		$	2,382,100
Total identifiable liabilities		(32,100)				(32,100)
Total purchase price	$	2,350,000	$		$	2,350,000

Hoosier Fight Club Promotions, LLC [Member]

Schedule of Business Acquisitions, by Acquisition [Table Text Block]

As consideration for the acquisition of HFC, the Company delivered the following amounts of cash and shares of common stock.

		Cash			Shares			Consideration Paid
HFC		$	120,000			106,667		$	600,000

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block]

The following table reflects the final allocation of the purchase price for HFC to identifiable assets, intangible assets, goodwill and identifiable liabilities:

	Preliminary Fair Value		Measurement Period Adjustments		Final Fair Value
Cash	$	11,194	$		$	11,194
Accounts receivable, net		1,096				1,096
Fixed assets
Intangible assets		617,880		(97,880)		520,000
Goodwill				97,880		97,880
Total identifiable assets	$	630,170	$		$	630,170
Total identifiable liabilities		(30,170)				(30,170)
Total purchase price	$	600,000	$		$	600,000

Combat Games MMA [Member]

Schedule of Business Acquisitions, by Acquisition [Table Text Block]

As consideration for the acquisition of COGA, the Company delivered the following amounts of cash and shares of common stock.

		Cash			Shares			Consideration Paid
COGA		$	80,000			75,556		$	420,000

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block]

The following table reflects the final allocation of the purchase price for COGA to identifiable assets, intangible assets, goodwill and identifiable liabilities:

	Preliminary Fair Value		Measurement Period Adjustments		Final Fair Value
Cash	$	2,838	$		$	2,838
Accounts receivable, net		9,000				9,000
Fixed assets		6,039				6,039
Intangible assets		431,459		(91,459)		340,000
Goodwill				91,459		91,459
Total identifiable assets	$	449,336	$		$	449,336
Total identifiable liabilities		(29,336)				(29,336)
Total purchase price	$	420,000	$		$	420,000

Shogun [Member]

Schedule of Business Acquisitions, by Acquisition [Table Text Block]

As consideration for the acquisition of Shogun, the Company delivered the following amounts of cash and shares of common stock.

		Cash			Shares			Consideration Paid
Shogun		$	250,000			111,111		$	750,000

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block]

The following table reflects the final allocation of the purchase price for Shogun to identifiable assets, intangible assets, goodwill and identifiable liabilities:

	Preliminary Fair Value		Measurement Period Adjustments		Final Fair Value
Cash	$	13,131	$		$	13,131
Accounts receivable, net		20,603				20,603
Fixed assets
Intangible assets		52,500		497,500		550,000
Goodwill		692,951		(497,500)		195,451
Total identifiable assets	$	779,185	$		$	779,185
Total identifiable liabilities		(29,185)				(29,185)
Total purchase price	$	750,000	$		$	750,000

V3 Fights [Member]

Schedule of Business Acquisitions, by Acquisition [Table Text Block]

As consideration for the acquisition of V3, the Company delivered the following amounts of cash and shares of common stock.

		Cash			Shares			Consideration Paid
V3		$	100,000			111,111		$	600,000

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block]

The following table reflects the final allocation of the purchase price for V3 to identifiable assets, intangible assets, goodwill and identifiable liabilities:

	Preliminary Fair Value		Measurement Period Adjustments		Final Fair Value
Cash	$		$		$
Accounts receivable, net
Fixed assets
Intangible assets		443,625		(133,625)		310,000
Goodwill		206,568		133,625		340,193
Total identifiable assets	$	650,193	$		$	650,193
Total identifiable liabilities		(50,193)				(50,193)
Total purchase price	$	600,000	$		$	600,000

CageTix [Member]

Schedule of Business Acquisitions, by Acquisition [Table Text Block]

As consideration for the acquisition of CageTix, the Company delivered the following amounts of cash and shares of common stock.

		Cash			Shares			Consideration Paid
CageTix		$	150,000			38,889		$	325,000

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block]

The following table reflects the final allocation of the purchase price for CageTix to identifiable assets, intangible assets, goodwill and identifiable liabilities:

	Preliminary Fair Value		Measurement Period Adjustments		Final Fair Value
Cash	$	48,969	$		$	48,969
Accounts receivable, net
Fixed assets
Intangible assets		360,559		6,540		367,099
Goodwill		6,540		(6,540)
Total identifiable assets	$	416,068	$		$	416,068
Total identifiable liabilities		(91,068)				(91,068)
Total purchase price	$	325,000	$		$	325,000

GFL [Member]

Schedule of Business Acquisitions, by Acquisition [Table Text Block]

As consideration for the acquisition of GFL, the Company delivered the following amounts of cash and shares of common stock.

		Cash			Shares			Consideration Paid
GFL		$	450,000			419,753		$	2,338,889

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block]

The following table reflects the final allocation of purchase price for GFL to identifiable assets, intangible assets, goodwill and identifiable liabilities:

	Preliminary Fair Value		Measurement Period Adjustments		Final Fair Value
Cash	$	42,081	$		$	42,081
Accounts receivable, net		900				900
Fixed assets		13,174				13,174
Intangible assets		2,041,677		(1,871,677)		170,000
Goodwill		1,034,911		1,168,919		2,203,830
Total identifiable assets	$	3,132,743	$	(702,758)	$	2,429,985
Total identifiable liabilities		(793,854)		702,758		(91,096)
Total purchase price	$	2,338,889	$		$	2,338,889

ITFS [Member]

Schedule of Business Acquisitions, by Acquisition [Table Text Block]

As consideration for the acquisition of ITFS, the Company delivered the following amounts of cash and shares of common stock.

		Cash			Shares			Consideration Paid
ITFS		$	150,000			133,333		$	656,665

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block]

The following table reflects the final allocation of purchase price for ITFS to identifiable assets, intangible assets, goodwill and identifiable liabilities:

	Preliminary Fair Value		Measurement Period Adjustments		Final Fair Value
Cash	$	1,716	$		$	1,716
Accounts receivable, net		6,205				6,205
Fixed assets
Intangible assets		255,000		(145,000)		110,000
Goodwill		393,744		145,000		538,744
Total identifiable assets	$	656,665	$		$	656,665
Total identifiable liabilities
Total purchase price	$	656,665	$		$	656,665