Quarterly report pursuant to Section 13 or 15(d)

Business Combinations

v3.19.3
Business Combinations
9 Months Ended
Sep. 30, 2019
Business Combinations  
Business Combinations

Note 4. Business Combinations

Preliminary purchase accounting

On February 1, 2019, the Company’s shareholders exchanged all of its outstanding shares in exchange for 5,263,158 post-split 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 $11,865,306.

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

 

 

 

 

 

 

 

Estimated

 

 

Fair Value

 

    

 

 

Cash

 

$

5,441,437

Goodwill

 

 

8,466,282

Identifiable intangible assets:

 

 

 

Ticketing software

 

 

64,000

Promoter relationships

 

 

176,000

Total identifiable intangible assets

 

 

240,000

Accounts payable

 

 

(1,901,624)

Current liabilities - discontinued operations

 

 

(380,789)

Aggregate purchase price

 

$

11,865,306

 

The allocation of consideration to the assets acquired and liabilities assumed at their estimated acquisition date fair values are considered preliminary and may change within the permissible measurement period, not to exceed one year.

Identified intangible assets consist of the following:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30, 2019

 

 

 

 

Gross

 

Accumulated

 

 

 

Intangible assets

    

Useful Life

 

Assets

    

Amortization

    

Net

Ticketing software

 

5 years

 

$

64,000

 

$

(8,533)

 

$

55,467

Promoter relationships

 

7 years

 

 

176,000

 

 

(16,762)

 

 

159,238

Total intangible assets, gross

 

 

  

$

240,000

 

$

(25,295)

 

$

214,705

 

Amortization expense for the quarter ended September 30, 2019 and 2018, was $9,485 and $0, respectively.

Amortization expense for the nine months ended September 30, 2019 and 2018, was $25,295 and $0, respectively.

As of September 30, 2019, the estimated future amortization expense on an annual basis of amortizable intangible assets is as follows:

 

 

 

 

 

2019 (remaining 3 months)

    

$

9,486

2020

 

 

37,943

2021

 

 

37,943

2022

 

 

37,943

2023

 

 

37,943

Thereafter

 

 

53,447

 

 

$

214,705

 

Goodwill

The changes to the carrying value of goodwill from January 1, 2019 through September 30, 2019 are reflected below:

 

 

 

 

 

December 31, 2018

    

 

 

Goodwill related to the acquisition of Alliance MMA

 

$

8,466,282

September 30, 2019

 

$

8,466,282