ACQUISITION OF GVR TRADE S.A.

12 Months Ended

Dec. 31, 2016

Business Combinations [Abstract]

ACQUISITION OF GVR TRADE S.A.

ACQUISITION OF GVR TRADE S.A.

On July 6, 2016, we acquired all of the issued and outstanding capital stock of GVR Trade S.A. The purchase price, consisting of $661,000 in cash and 125,000 shares of our common stock with a fair value of $545,000, based on a per share price of $4.36 as of the date of acquisition, was approximately $1.2 million. We incurred approximately $92,000 of acquisition related expenses which are included in general and administrative expenses for the year ended December 31, 2016. GVR is now a wholly owned direct subsidiary of Resonant. The acquisition of GVR is an extension to the long-term relationship between our two companies during the past eight years and enables us to enhance our filter design tools and throughput capabilities, thereby further expanding our ability to support licensing agreements for our customers.

The fair values for the assets acquired and liabilities assumed were based upon independent calculations and valuations. We recorded goodwill for the excess of the purchase price over fair value of the assets acquired and liabilities assumed. The purchase price was allocated based on the fair values of assets and liabilities as follows:

Assets acquired
Cash and cash equivalents	148,000
Other current assets	52,000
Property and equipment	23,000
Intangible assets
Customer relationships	143,000
Developed technology	88,000
Trademarks and other	31,000
Total assets acquired	485,000
Liabilities assumed
Current liabilities	(35,000	)
Deferred tax liability	(41,000	)
Deferred revenue, current	(27,000	)
Total liabilities assumed	(103,000	)
Net value of assets acquired and liabilities assumed	382,000
Total purchase price	1,206,000
Excess of purchase price over fair value of assets acquired and liabilities assumed - recorded as Goodwill	824,000

We review goodwill for impairment annually and whenever events or circumstances indicate that the carrying amount of the assets may not be recoverable.

The acquisition was not material to our consolidated financial statements and we have included the financial results of the business acquisition in our consolidated financial statements from the date of acquisition. Our consolidated statements of comprehensive loss include $127,000 of net loss of GVR for the year ended December 31, 2016. Pro forma historical results of operations of this business acquisition during the year ended December 31, 2016 have not been presented as it is not material to our consolidated statements of comprehensive loss.