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. At the time of acquisition, we incurred approximately $92,000 of acquisition related expenses, which were included in general and administrative expenses for the year ended December 31, 2016. GVR is a wholly owned direct subsidiary of Resonant.

As of the acquisition date, we recorded goodwill of approximately $824,000, which represented the excess of the purchase price over the fair value of the assets acquired. The fair value for the assets acquired and liabilities assumed were based upon independent calculations and valuations. We review goodwill for impairment annually and whenever events or circumstances indicate that the carrying amount of the assets may not be recoverable.

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

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 and $58,000 of net loss of GVR for the year ended December 31, 2016 and 2017, respectively.