Merger (Tables)

3 Months Ended

Mar. 31, 2018

Schedule of Preliminary Allocation of Purchase Price

The allocation of purchase price is as follows:



(in thousands)	March 31, 2018
Cash	$	1,936
Accounts receivable	3,128
Inventory and other assets	1,209
Fixed assets	1,041
Technology	4,200
Customer relationships	3,400
Trade name/trademark	200
Non-compete agreements	10
Goodwill	8,126
Accounts payable	(2,945		)
Accrued expenses and other liabilities	(6,789		)
Line of credit	(4,684		)
Capital leases	(334		)
Deferred revenue	(200		)
Subordinated promissory note	(1,917		)
Subordinated promissory note, discount	411
Purchase Price	$	6,792

Schedule of Methods Used to Determine Fair Value of Acquired Intangibles

The method used to determine the fair value of the intangible assets acquired and their estimated useful lives are as follows:



Intangible Asset	Fair Value Method	Estimated Useful Life
Portal (Technology)	Income Approach, Relief from Royalty	6 years
Customer relationships	Income Approach, Multi-Period Excess Earnings	8 years
Trade name/trademark	Income Approach, Relief from Royalty	9 months
Non-compete agreements	Income Approach Lost Profits Method	1 year

Schedule of Unaudited Pro Forma Results of Operations

The following table provides unaudited pro forma results of operations for the three months ended March 31, 2018 and 2017, as if the Merger had been completed on the first day of the Company's 2017 fiscal year.



	Three Months Ended March 31,
(in thousands)	2018			2017
Pro forma revenues	$	11,335		$	13,150
Pro forma loss from continuing operations	$	(5,194	)	$	(5,807	)