Annual report pursuant to Section 13 and 15(d)

Acquisition (Tables)

v3.20.1
Acquisition (Tables)
 12 Months Ended
Dec. 31, 2018
Business Combinations [Abstract]  
Summary of Consideration for Acquisition of Benchmark

The following table summarizes the consideration transferred for the acquisition of Benchmark:

 

Cash consideration   $ 17,250  
Shares of common stock     21,658  
Series A notes*     11,263  
Series B notes*     24,574  
Less: Receivable from Benchmark     (500 )
Merger consideration   $ 74,245  

 

*: Series A and B notes were recorded at fair value.
Schedule of Preliminary Purchase Price Allocation

The following table summarizes the acquisition date fair value of the purchase price allocation assigned to each major class of assets acquired and liabilities assumed as of April 20, 2017, the closing date for Benchmark:

 

ASSETS ACQUIRED      
Cash   $ 2,416  
Accounts receivable     20,577  
Costs and estimated earnings in excess of billings on uncompleted contracts     3,870  
Other current assets     4,235  
Property and equipment     47  
Total identifiable assets acquired     31,145  
Fair value of intangible assets acquired:        
Contracts in progress     10,632  
Trademarks and tradenames     2,749  
Customer relationships     22,743  
Non-compete     548  
Total fair value of intangible assets acquired     36,672  
         
Goodwill     45,007  
Total Assets Acquired     112,824  
         
LIABILITIES ASSUMED        
Accounts payable     20,098  
Billings in excess of costs and estimated earnings on uncompleted contract     16,303  
Accrued expenses and other current liabilities     2,178  
Total Liabilities Assumed     38,579  
         
Total consideration transferred   $ 74,245  

Schedule of Business Acquisition Unaudited Pro Forma Information

The unaudited pro forma combined results, which assumes the transaction was completed on January 1 are as follows for the twelve months ended December 31, 2017:

 

    Revenue     Net Loss     Loss per Share     Weighted
Average
Shares		  
2017 supplemental pro forma from January 1, 2017 through December 31, 2017   $ 250,700       (103,596 )     (21.77 )     4,756,049