Annual report pursuant to Section 13 and 15(d)

Business Combinations

v3.20.1
Business Combinations
12 Months Ended
Dec. 31, 2019
Business Combinations [Abstract]  
Business Combination Disclosure [Text Block]

Note 5. Business Combinations


Purchase accounting


On February 1, 2019, the Company’s shareholders exchanged all of its outstanding shares in exchange for 5,263,158 shares of Alliance common stock. Due to the Company’s shareholders acquiring a controlling interest in Alliance after acquisition, the transaction was treated as a reverse merger for accounting purposes, with SCWorx being the reporting company. In accordance with purchase accounting rules under ASC 805, the purchase consideration was $11,765,491.


The acquisition was accounted for under the acquisition method of accounting. The assets acquired, liabilities assumed and purchase allocation, which is based on valuations of management, is as follows:


          Fair Value  
Cash           $ 5,441,437  
Goodwill             8,366,467  
Identifiable intangible assets:                
Ticketing software     64,000          
Promoter relationships     176,000          
Total identifiable intangible assets             240,000  
Account payable             (2,282,413 )
Aggregate purchase price           $ 11,765,491  

Identified intangible assets consist of the following:


        December 31, 2019  
Intangible assets   Useful life   Gross assets     Accumulated
amortization
    Net  
Ticketing software   5 years   $ 64,000     $ (11,733 )   $ 52,267  
Promoter relationships   7 years     176,000       (23,048 )     152,952  
Total intangible assets       $ 240,000     $ (34,781 )   $ 205,219  

Amortization expense for the years ended December 31, 2019 and 2018, was $34,781 and $0, respectively.


As of December 31, 2019, the estimated future amortization expense on an annual basis of amortizable intangible assets is as follows:


The estimated future amortization expense for the next five years and thereafter is as follows:


Year ending December 31,      
2020   $ 37,943  
2021     37,943  
2022     37,943  
2023     37,943  
2024    

26,209

 
Thereafter    

27,238

 
Total   $ 205,219  

Goodwill


The changes to the carrying value of goodwill from January 1, 2019 through December 31, 2019 are reflected below:


    Fair Value  
December 31, 2018   $ -  
Preliminary goodwill related to the acquisition of Alliance MMA     8,466,282  
Measurement period adjustment     (99,815 )
December 31, 2019   $ 8,366,467  

During the measurement period the Company adjusted the original goodwill amount by $99,815.